Every society in B.C. knows, or should at this point, that a new Societies Act has been passed that is wreaking havoc on their legal bills. Pre-existing societies have all had to undergo transitions to a new set of bylaws, sometimes re-considering bylaws that had not been considered for years.
One way the new act can be beneficial to a Board of Directors is that the notice period for a general meeting may be reduced to 7 days in the bylaws pursuant to s. 77 of the new act. The repealed Society Act required 14 days pursuant to s. 60. A shorter notice period gives a Board more flexibility to bring about changes that require a general meeting. This can be helpful when a change is needed that requires member input, but the annual general meeting is many months away.
As background, societies go about their activities in accordance with society-specific bylaws that operate much like articles of incorporation in the corporate sphere. These bylaws determine the purpose of the society, the rules by which it governs itself, and how the society and its Board operate. As societies operate on a purpose-driven, non-profit basis, they are generally concerned with member engagement and membership. General meetings are quite important.
A 7-day notice period allows a Board of Directors to quickly bring resolutions to society members and ask for a vote when changes are proposed that require a general meeting to implement. Changes that require member approval include changes to the bylaws, replacing an auditor, and liquidating the society. The most significant of these is a change to the bylaws of a society, as changes may be required on an ongoing basis while a society changes, grows, or shifts purpose.
Notice of a general meeting must include the text of any special resolution to be submitted pursuant to s. 78 of the new act. The benefit of a 7-day notice period is that a Board may send a general “save-the-date, details to follow” e-mail or notice to members with a brief outline of the special resolution to be considered and still have time to finalize the resolution before the required seven days of notice.<
One issue that a society may have with a short notice period is that it gives their members less time to plan for a meeting and to consider a proposed resolution. This could have a negative impact on member engagement and attendance at the meeting.
To mitigate decreased engagement, a Board may give informal notice of the place and date of the upcoming meeting, while maintaining the flexibility to formalize the resolutions they want to put forward closer to the meeting date. This gives members the appropriate amount of practical notice to plan for the meeting if the situation allows for it while allowing the Board time to consider their proposal.