Definitions

1   In this Act:

"alter" includes create, add to, vary and delete;

"auditor's report", in relation to financial statements of a society required under section 35 [financial statements], means the auditor's report prepared under section 117 [auditor's report] on those financial statements;

"bylaws" means the bylaws described in section 11 [bylaws];

"consent resolution of directors" means a directors' resolution passed in accordance with section 54 (2) [proceedings of directors];

"constitution" means the constitution described in section 10 [constitution];

"court" means the Supreme Court of British Columbia;

"deliver" means deliver in accordance with section 30 [how record is delivered];

"delivery address", in relation to the registered office of a society, means the delivery address of the registered office set out in the statement of directors and registered office of the society;

"director", in relation to a society, means an individual who has been designated, elected or appointed, as the case may be, in accordance with section 42 [designation, election and appointment of directors], as a member of the board of directors of the society, regardless of the title by which the individual is called;

"electronic meeting" means a fully electronic meeting or a partially electronic meeting;

"extraprovincial non-share corporation" means a corporation, without share capital, that is incorporated, amalgamated, continued or otherwise formed by or under the laws of a jurisdiction other than British Columbia;

"file", in relation to a record that must or may be filed with the registrar, means file the record in accordance with section 209 (1) [filing of records];

"former Act" means the Society Act, R.S.B.C. 1996, c. 433;

"fully electronic meeting" means a meeting in which persons are entitled to participate solely by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone or other communications medium;

"furnish", in relation to a record that must or may be furnished by the registrar, means furnish the record in accordance with section 210 [furnishing of records by registrar];

"general meeting" means a general meeting of the members of a society;

"home jurisdiction", in relation to an extraprovincial non-share corporation, means the jurisdiction in which the extraprovincial non-share corporation is incorporated, amalgamated, continued or otherwise formed;

"legal proceeding" includes a civil, criminal, quasi-criminal, administrative or regulatory proceeding;

"mailing address", in relation to the registered office of a society, means the mailing address of the registered office set out in the statement of directors and registered office of the society;

"member", in relation to a society, means

(a) an applicant for the incorporation of the society who remains a member of the society, and

(b) a person who becomes, in accordance with the bylaws, a member of the society and who remains a member of the society;

"ordinary resolution" means any of the following:

(a) a resolution passed at a general meeting by a simple majority of the votes cast by the voting members, whether cast personally or by proxy;

(b) a resolution consented to in writing, after being sent to all of the voting members, by at least 2/3 of the voting members;

(c) if the bylaws authorize indirect or delegate voting or voting by mail or another means of communication, including by fax, email or other electronic means, a resolution passed by a simple majority of the votes cast, in accordance with the bylaws, on the resolution;

"partially electronic meeting" means a meeting in which persons are entitled to participate in person or by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person;

"pre-existing society" means a corporation that, immediately before the coming into force of this section, was a society under the former Act;

"property" includes rights and interests;

"publish", in relation to notice that must or may be published by the registrar, means publish notice in accordance with section 211 [publication];

"qualified recipient" means

(a) a society, other than a member-funded society as defined in section 190 [definitions],

(b) a community service cooperative as defined in section 1 (1) [definitions and interpretation] of the Cooperative Association Act,

(c) a registered charity as defined in section 248 (1) of the Income Tax Act (Canada) or another qualified donee as defined in section 149.1 (1) of that Act,

(d) trustees on trust for a charitable purpose, or

(e) a person or other entity that is included in this definition by regulation;

"register of directors" means the record referred to in section 20 (1) (e) [records to be kept];

"register of members" means the record referred to in section 20 (1) (h);

"register of societies" means the register of societies and extraprovincial non-share corporations maintained by the registrar;

"registrar" means the individual appointed as the Registrar of Companies under section 400 [appointment of registrar and staff] of the Business Corporations Act;

"send" means send in accordance with section 29 [how record is sent];

"senior manager", in relation to a society, means an individual appointed by the directors of the society under section 61 (1) [senior managers];

"society" means

(a) a society that is incorporated, amalgamated, continued or converted under this Act, or

(b) a pre-existing society;

"special resolution" means any of the following:

(a) a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members, whether cast personally or by proxy;

(b) a resolution consented to in writing by all of the voting members;

(c) if the bylaws authorize indirect or delegate voting or voting by mail or another means of communication, including by fax, email or other electronic means, a resolution passed by at least 2/3 of the votes cast, in accordance with the bylaws, on the resolution;

"spouse" means a person who

(a) is married to another person, or

(b) is living with another person in a marriage-like relationship;

"statement of directors and registered office" means the statement of directors and registered office described in section 12 [statement of directors and registered office];

"subsidiary", in relation to a society, means a corporation that is controlled by the society, and, for the purposes of this definition, a corporation is controlled by a society if the votes carried by the shares or memberships in the corporation that are held directly or indirectly by the society are sufficient, if exercised, to elect or appoint a majority of the members of the board of directors or other governing body of the corporation;

"voting member" means a member of a society who has the right to vote under section 84 (1) [right to vote].

Purposes

2   (1) Subject to subsection (2), a society may be formed under this Act for one or more lawful purposes, including, without limitation, agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social or sporting purposes.

(2) A society must not have, as one of its purposes, the carrying on of a business for profit or gain, but carrying on a business to advance or support the purposes of a society is not prohibited by this subsection.

(3) The registrar may, in writing and giving reasons, order a society to alter its purposes if the registrar considers one or more of those purposes to be contrary to this Act or otherwise unlawful.

No share capital

3   A society must not have capital divided into shares.

Restrictions on distributions

4   A society must not distribute any of its money or other property other than

(a) for full and valuable consideration,

(b) in furtherance of the purposes of the society,

(c) to a qualified recipient,

(d) for a distribution required or authorized by this Act, including, without limitation, a distribution made in accordance with this Act on the society's dissolution, or liquidation and dissolution, or for a distribution otherwise required by law, or

(e) for a distribution that is

(i) of a type authorized by the regulations, and

(ii) made in accordance with the regulations.

Liability of members

5   A member of a society is not, in that capacity, liable for a debt or other liability of the society.

Capacity and powers of society

6   A society has the capacity, rights, powers and privileges of an individual of full capacity.

Restricted activities and powers

7   (1) A society must not

(a) carry on any activity or exercise any power that the society is restricted by its bylaws from carrying on or exercising or that is contrary to its purposes, or

(b) exercise any of the society's powers in a manner inconsistent with those restrictions or purposes.

(2) An act of a society, including a transfer of property to or by the society, is not invalid merely because the act is contrary to subsection (1).

Persons may rely on authority of societies and directors, senior managers and agents

8   (1) Subject to subsection (2), a society may not assert against a person dealing with the society that

(a) the bylaws of the society have not been complied with,

(b) the individuals who are shown as directors in the register of societies are not the directors of the society,

(c) a person held out by the society as a director, senior manager or agent

(i) is not, in fact, a director, senior manager or agent, as the case may be, of the society,

(ii) has no authority to exercise the powers and perform the duties that are customary in the activities of the society or usual for such director, senior manager or agent, or

(iii) has acted contrary to a limitation or restriction on the person's powers or functions,

(d) a record issued by a director, senior manager or agent of the society who has actual or usual authority to issue the record is not valid or genuine, or

(e) a record the society is required to keep under section 20 [records to be kept] is not accurate or complete.

(2) Subsection (1) does not apply in respect of a person who has knowledge, or, by virtue of the person's relationship to the society, ought to have knowledge, of a situation described in paragraphs (a) to (e) of that subsection.

Name

9   (1) To reserve a name for the purposes of this Act, a person must apply to the registrar.

(2) After receiving an application to reserve a name under subsection (1), the registrar may reserve the name for a period of 56 days from the date of reservation or for any longer period the registrar considers appropriate.

(3) The registrar may, on request, extend a reservation of a name for the period the registrar considers appropriate.

(4) The registrar

(a) may not reserve a name under this section unless the name complies with the requirements, if any, prescribed by regulation, and

(b) may refuse to reserve a name under this section if the registrar, for good and valid reasons, disapproves of the name.

(5) The registrar may, in writing and giving reasons, order a society to change its name if

(a) the name of the society is contrary to the requirements, if any, prescribed by regulation, or

(b) the registrar, for good and valid reasons, disapproves of the name.

(6) If a society has a seal, the society must have its name in legible characters on the seal.

Constitution

10   (1) A society must have a constitution that sets out

(a) the name of the society, and

(b) the purposes of the society.

(2) A society must not have a constitution that contains provisions in addition to the name and purposes of the society.

Bylaws

11   (1) A society must have bylaws that contain provisions respecting the internal affairs of the society, including provisions respecting the following:

(a) membership in the society, including

(i) the admission of members and any rights and obligations arising from membership,

(ii) if there is more than one class of members, a description of each class and the rights and obligations that apply to each class, and

(iii) if members may cease to be in good standing, the conditions under which that may occur;

(b) the society's directors, including

(i) the manner in which directors must or may be elected or appointed,

(ii) the expiry of directors' terms of office, if any, for which the expiry is other than at the close of the next annual general meeting after a director's designation, election or appointment,

(iii) when directors without terms of office cease to hold office, if other than at the close of the next annual general meeting after a director's designation, election or appointment, and

(iv) the number of directors required for the purposes of sections 56 (4.1) [disclosure of director's interest] and 62 (3.1) [disclosure of senior manager's interest], if greater than one;

(c) general meetings, including

(i) the quorum for general meetings, if greater than 3 voting members,

(ii) whether proxy voting is permitted, and

(iii) if the bylaws authorize indirect or delegate voting or voting by mail or another means of communication, including by fax, email or other electronic means, the rules respecting how that voting is to occur;

(d) any restrictions on

(i) the activities that the society may carry on, or

(ii) the powers that the society may exercise.

(2) Without limiting subsection (1), a society may, in its bylaws, adopt, with or without alteration, all or any of the set of provisions that are, by regulation, prescribed and designated as the "Model Bylaws".

(3) A society must not have bylaws that contain a provision that is inconsistent with this Act, the regulations or any other enactment of British Columbia or Canada, and if a provision of the bylaws is inconsistent with this Act, the regulations or any other enactment of British Columbia or Canada, the provision has no effect.

(4) If the bylaws of a society provide for a higher voting threshold than the threshold set out in the definition of "special resolution" in section 1 [definitions] to effect any action that, under this Act, requires authorization by special resolution, the provisions of the bylaws prevail if they

(a) set out the higher voting threshold as a fraction or percentage of the votes cast or as a specific number of votes,

(b) establish the higher voting threshold by requiring a unanimous decision of all the voting members, or

(c) set out a formula for calculating the higher voting threshold.

(5) For certainty, an action referred to in subsection (4) includes altering all or part of one or more provisions of a society's constitution or bylaws.

(6) Despite subsection (4), a society must not have a bylaw that provides for a higher voting threshold to remove a director from office under section 50 (1) (a) [removal of directors].

Statement of directors and registered office

12   (1) A society must have a statement of directors and registered office that sets out

(a) the full names and addresses of the directors of the society, and

(b) the delivery address and mailing address of the registered office of the society.

(2) For the purposes of subsection (1) (a), the address of a director may be either of the following:

(a) the director's residential address;

(b) another address at which the director can usually be served with records between the hours of 9 a.m. and 4 p.m., local time, from Monday to Friday, inclusive.

Application for incorporation

13   One or more persons may incorporate a society by filing with the registrar an incorporation application that

(a) sets out the name reserved under section 9 [name] for the society and the reservation number given for that name,

(b) contains

(i) a constitution,

(ii) bylaws, and

(iii) a statement of directors and registered office, and

(c) sets out the full name and contact information of each of the applicants for incorporation.

Incorporation

14   (1) A society is incorporated when the incorporation application is filed with the registrar under section 13.

(2) After a society is incorporated under subsection (1), the registrar must

(a) issue a certificate of incorporation in which is recorded

(i) the name and incorporation number of the society, and

(ii) the date and time of the incorporation,

(b) furnish to the society

(i) the certificate of incorporation, and

(ii) a certified copy of the following records contained in the incorporation application filed with the registrar under section 13:

(A) the constitution of the society;

(B) the bylaws of the society;

(C) the statement of directors and registered office of the society;

(D) the portion of the incorporation application that sets out the full names and contact information of the applicants for incorporation, and

(c) publish notice of the society's incorporation.

(3) Whether or not the requirements precedent and incidental to incorporation have been complied with, a notation in the register of societies that a society has been incorporated is conclusive evidence for the purposes of this Act and for all other purposes that the society has been duly incorporated with the name, and on the date and time, shown in the register of societies.

Alterations to constitution

15   (1) A society may, by filing with the registrar a constitution alteration application, alter its constitution to

(a) change its name, or

(b) alter its purposes.

(2) A society must not submit a constitution alteration application to the registrar for filing unless

(a) the alteration proposed by the application has been authorized by special resolution, and

(b) in the case of a change of the society's name, the new name is reserved under section 9 [name].

(3) An alteration proposed in a constitution alteration application takes effect when the constitution alteration application is filed with the registrar.

(4) After a society alters its constitution under this section, the registrar

(a) must furnish to the society a certified copy of the altered constitution, and

(b) must, if the alteration changes the name of the society,

(i) issue a certificate of change of name that sets out the particulars of the change of name,

(ii) furnish to the society the certificate of change of name, and

(iii) publish notice of the change of name.

(5) Despite subsection (2) (a), authorization by special resolution is not required in respect of an alteration to a society's constitution if the registrar has ordered the alteration under section 2 (3) [purposes] or 9 (5) [name].

Effect of change of name

16   A change of the name of a society does not affect any of its rights or obligations, or render defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced by or against the society under its former name may be continued or commenced by or against it under its new name.

Alterations to bylaws

17   (1) A society may alter its bylaws by filing with the registrar a bylaw alteration application.

(2) A society must not submit a bylaw alteration application to the registrar for filing unless the alteration proposed by the application has been authorized by special resolution.

(3) An alteration proposed in a bylaw alteration application takes effect when the bylaw alteration application is filed with the registrar.

(4) After a society alters its bylaws under this section, the registrar must furnish to the society a certified copy of the altered bylaws.

(5) Even if the bylaws of a society identify a provision of the bylaws as being unalterable, the society may alter the provision in accordance with this Act.

Registered office

18   A society must maintain a registered office in British Columbia.

Change of registered office

19   (1) A society may change one or both of the delivery address and mailing address of its registered office by

(a) filing with the registrar a notice of change of address of registered office, or

(b) including the change of address in an annual report filed with the registrar under section 73 [society must file annual report].

(2) A change of address of registered office takes effect on the day after the record referred to in subsection (1) (a) or (b), as the case may be, is filed with the registrar.

(3) After a society changes an address of its registered office under this section, the registrar must

(a) alter the society's statement of directors and registered office to reflect the change, and

(b) furnish to the society a certified copy of the altered statement of directors and registered office.

Records to be kept

20   (1) A society must keep the following records:

(a) the society's certificate of incorporation;

(b) each certified copy, furnished to the society by the registrar, of the following records:

(i) the constitution of the society;

(ii) the bylaws of the society;

(iii) the statement of directors and registered office of the society;

(c) each confirmation, other certificate or certified copy of a record furnished to the society by the registrar, other than in response to a request;

(d) a copy of each order made in respect of the society by

(i) any court or tribunal, in Canada or elsewhere, or

(ii) a federal, provincial or municipal government body, agency or official, including the registrar;

(e) the society's register of directors, including the following information:

(i) the name of each director;

(ii) the contact information provided by each director;

(iii) the date each director was designated, elected or appointed, as the case may be;

(iv) the date each director ceased to hold office;

(f) each written consent to act as director referred to in section 42 (4) (a) [designation, election and appointment of directors] and each written resignation of a director;

(g) a copy of each record described in section 56 (3) (c) [disclosure of director's interest] or 62 (3) (c) [disclosure of senior manager's interest] evidencing a disclosure by a director or senior manager;

(h) subject to the regulations, the society's register of members, organized by different classes of member, if different classes exist, including the following information:

(i) the name of each member;

(ii) the contact information provided by each member;

(i) the minutes of each general meeting, including the text of each resolution voted on at the meeting;

(j) a copy of each ordinary resolution or special resolution, other than a resolution included in the minutes referred to in paragraph (i), and, in the case of a resolution consented to in writing by the voting members, a copy of each of the consents to that resolution;

(k) the financial statements of the society required under section 35 [financial statements] and the auditor's report, if any, on those financial statements.

(1.1) A society's register of members must not include information other than the information referred to in subsection (1) (h) (i) and (ii).

(2) In addition to the records described in subsection (1), a society must keep the following records:

(a) the minutes of each meeting of directors, including

(i) a list of all of the directors at the meeting, and

(ii) the text of each resolution voted on at the meeting;

(b) a copy of each consent resolution of directors and a copy of each of the consents to that resolution;

(c) adequate accounting records for each of the society's financial years, including a record of each transaction materially affecting the financial position of the society.

Old records need not be kept

21   For the purposes of this Act, a society is not required to keep a record under section 20 if

(a) the record is no longer relevant to the activities or internal affairs of the society, and

(b) 10 years have passed since the record was created or, if the record has been altered, since the record was last altered.

Location of records

22   (1) A society must ensure that the records it is required to keep under section 20 [records to be kept],

(a) in the case of records that are not in electronic form, are kept at the society's registered office, and

(b) in the case of records that are in electronic form, are available for inspection at the society's registered office by means of a computer terminal or other electronic technology.

(2) Despite subsection (1), the directors of a society may, by directors' resolution, specify a location in British Columbia, other than the society's registered office, at which the records, or specified records or classes of records, of the society may be kept or made available for inspection, in accordance with subsection (1), and, if the directors specify a location under this subsection, the records, specified records or classes of records may be kept or made available for inspection, as the case may be, at that location.

(3) If, under subsection (2), the directors of a society specify a location, other than the society's registered office, at which records of the society may be kept or made available for inspection, the society must make available for inspection at its registered office a written notice

(a) identifying the specified location, and

(b) listing the records or classes of records that are kept or made available for inspection, as the case may be, at that location.

Maintenance of records

23   (1) A society may keep a record it is required to keep under section 20 [records to be kept] in any form that allows the record to be inspected and copied in accordance with sections 24 [inspection of records] to 28 [copies of financial statements].

(2) A society must take reasonable precautions in preparing and keeping the records it is required to keep under section 20 so as to

(a) keep those records in a complete state,

(b) avoid loss or destruction of or damage to those records,

(c) avoid falsification of entries made in those records, and

(d) facilitate simple, reliable and prompt access to those records.

Inspection of records

24   (1) A member of a society may, without charge, inspect a record the society is required to keep under section 20 (1) [records to be kept].

(2) A member of a society, without charge,

(a) may inspect the portion of a record the society is required to keep under section 20 (2) (a) or (b) that evidences a disclosure, by a director or senior manager, described in section 56 (3) (a) or (b) [disclosure of director's interest] or 62 (3) (a) or (b) [disclosure of senior manager's interest], and

(b) may, unless the bylaws provide otherwise, inspect any other record the society is required to keep under section 20 (2).

(3) A director of a society may, without charge, inspect a record the society is required to keep under section 20.

(4) A person, other than a member or director, may, if and to the extent permitted by the bylaws, inspect a record a society is required to keep under section 20, other than the register of members.

(5) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for an inspection referred to in subsection (4).

(6) A society may impose a reasonable period of notice before which, and reasonable restrictions on the times during which, a person, other than a director, may inspect a record.

Inspection of register of members may be restricted

25   (1) The directors of a society may, by directors' resolution, restrict, as set out in subsection (2), the members' rights to inspect the society's register of members if the directors are of the opinion that the inspection would be harmful to the society or to the interests of one or more of its members.

(2) Despite section 24 (1), if the members' rights to inspect a society's register of members are restricted under subsection (1) of this section, members may not inspect the register of members except in accordance with this section.

(3) A member of a society whose right to inspect the society's register of members has been restricted under subsection (1) may apply in writing to the society to inspect the register of members.

(4) An application under subsection (3) must include a statement of the applicant that

(a) sets out the applicant's name, and

(b) states that the information obtained from the inspection of the register of members will not be used except as permitted under subsection (7).

(5) A member who makes an application under this section may, without charge, inspect the register of members.

(6) A society may impose a reasonable period of notice before which, and reasonable restrictions on the times during which, a member may inspect the register of members under this section.

(7) A person who has inspected the register of members under this section or who has, as a person entitled to inspect under this section, obtained a copy of the register of members under section 27 [copies of records], as applicable, must not use the information obtained from the inspection or the copy except in connection with

(a) the requisitioning or calling of a general meeting under section 75 [requisition of general meeting],

(b) the submission of a proposal under section 81 [members' proposals],

(c) the calling of a general meeting under section 138 [filling vacancy in office of liquidator], or

(d) an effort to influence the voting of members.

Repealed

26   [Repealed 2021-24-6.]

Copies of records

27   (1) If a person who is entitled under section 24 [inspection of records] or 25 [inspection of register of members may be restricted] to inspect a record of a society requests a copy of the record and pays the fee, if any, charged under subsection (3) of this section for the copy, the society must provide the person with a copy of that record.

(2) A society must provide a copy referred to in subsection (1) to the person seeking to obtain the copy by sending the copy to that person promptly, but in no case later than 14 days, after receipt of the request and payment of the fee, if any.

(3) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for a copy provided under subsection (1).

(4) Despite subsection (3),

(a) a director of a society is entitled to receive, without charge, a copy of a record the society is required to keep under section 20 [records to be kept], and

(b) a member of a society is entitled to receive, without charge, one copy of

(i) the current constitution and bylaws of the society, and

(ii) the most recent financial statements, as defined in section 28 (1), of the society.

Use of information from register of directors

27.1   A person who has inspected the register of directors under section 24 [inspection of records] or obtained a copy of the register of directors under section 27 must not use the contact information obtained from the inspection or the copy except in connection with matters related to the activities or internal affairs of the society.

Copies of financial statements

28   (1) In this section, "financial statements", in relation to a society, means the financial statements of the society required under section 35 [financial statements] and the auditor's report, if any, on those financial statements.

(2) If a person, other than a person who is entitled under section 24 [inspection of records] to inspect the financial statements of a society, requests a copy of the financial statements and pays the fee, if any, charged under subsection (4) of this section for the copy, the society must provide the person with a copy of those financial statements.

(3) A society must provide a copy referred to in subsection (2) to the person seeking to obtain the copy by sending the copy to that person promptly, but in no case later than 14 days, after receipt of the request and payment of the fee, if any.

(4) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for a copy provided under subsection (2).

How record is sent

29   (1) A record is sent by or to a person for the purposes of this Act if the record is sent as follows:

(a) in the manner, if any, agreed to by the sender and the intended recipient;

(b) in a manner specified in the bylaws, including, without limitation, by making the record available for pick-up at the society's registered office, if

(i) there is no agreement under paragraph (a), and

(ii) the record is being sent by one of the following to any of the following:

(A) the society;

(B) a member of the society;

(C) a director of the society;

(D) a senior manager of the society;

(c) if there is no agreement under paragraph (a), and paragraph (b) does not apply, by any of the following methods:

(i) by mail to the intended recipient's most recent mailing address known to the sender;

(ii) by delivery to the intended recipient in accordance with section 30;

(iii) if the intended recipient has provided an email address or fax number for that purpose, by email or fax to that email address or fax number.

(2) If a society's bylaws specify that a record may be sent by making the record available for pick-up at the society's registered office, the following rules apply:

(a) the sender must notify the intended recipient that the record is available for pick-up;

(b) the record is not considered to be sent until the society notifies, under paragraph (a), the intended recipient.

How record is delivered

30   A record is delivered to a person for the purposes of this Act if the record is delivered as follows:

(a) by leaving the record with the person or an agent of the person;

(b) in respect of a record that is being delivered to a person other than an individual,

(i) if the record is being delivered to a society at the delivery address of the registered office of the society, by leaving the record in a mailbox or mail slot for that delivery address, or

(ii) in any other case, by leaving the record in a mailbox or mail slot for the address at which the person carries on activities or business.

When society receives record

31   A record is deemed to be received by a society for the purposes of this Act on the first to occur of the following:

(a) the delivery of the record to a director or senior manager of the society;

(b) the beginning of the day on

(i) the third day after the record is delivered to the delivery address of the registered office of the society,

(ii) the fifth day after the record is mailed to the mailing address of the registered office of the society, and

(iii) if the society has provided an email address or fax number to which records may be sent to the society, the third day after the record is emailed or faxed to that email address or fax number.

How record is served on society

32   Without limiting any other enactment, a record may be served on a society by

(a) delivering the record to the delivery address, or mailing the record by registered mail to the mailing address, of the registered office of the society, or

(b) delivering the record to a director, senior manager, receiver, receiver manager or liquidator of the society.

Investment of society's funds

33   A society may invest its funds only

(a) in accordance with its bylaws, or

(b) in an investment in which a prudent investor might invest, unless the bylaws prohibit that investment.

Borrowing and issuance of securities

34   (1) Subject to subsection (2), a society may

(a) borrow money, and

(b) issue bonds, debentures, notes or other evidences of debt obligations

(i) at any time,

(ii) to any person, and

(iii) for any consideration

that the directors may determine.

(2) The bylaws of a society may restrict or prohibit the society's ability to borrow money or to issue bonds, debentures, notes or other evidences of debt obligations.

Financial statements

35   (1) The directors of a society must present the following to the members at each annual general meeting:

(a) financial statements prepared in accordance with this section;

(b) the auditor's report, if any, on those financial statements.

(2) The financial statements referred to in subsection (1) (a) must be prepared in relation to the period

(a) beginning,

(i) if the society has not yet completed a financial year, on the date the society was incorporated under this Act, or

(ii) if the society has completed a financial year, immediately after the end of the preceding financial year, and

(b) ending not more than 6 months before the annual general meeting at which the financial statements are to be presented.

(3) The financial statements referred to in subsection (1) (a) must be prepared in accordance with the requirements, if any, set out in the regulations.

Reporting on remuneration of directors, employees and contractors

36   (1) The financial statements of a society required under section 35 must include a note providing the information required by the regulations in respect of

(a) the remuneration, if any, paid by the society to the directors in the period in relation to which the financial statements are prepared, and

(b) the remuneration paid by the society in that period to the employees of the society, and to persons under a contract for services with the society, whose remuneration was at least the amount specified in the regulations.

(2) A note in the financial statements referred to in subsection (1) need not identify directors, employees or other persons referred to in that subsection by name.

Reporting on financial assistance

37   (1) In this section, "financial assistance" means financial assistance by means of a loan, a guarantee, an indemnity, the provision of security or another transaction that is included in this definition by regulation.

(2) The financial statements of a society required under section 35 [financial statements] must include a note that sets out the nature and amount of any financial assistance given by the society in the period in relation to which the financial statements are prepared, but the note need not identify the recipient by name.

(3) Subsection (2) does not apply in relation to financial assistance given by a society if the financial assistance is given in the ordinary course of the society's activities in furtherance of the purposes of the society.

Issuance of financial statements

38   (1) A society must not issue, publish or distribute financial statements of the society required under section 35 [financial statements] unless the financial statements

(a) have been approved by the directors and signed by one or more directors to confirm that the approval was obtained, and

(b) have attached to them the auditor's report, if any, on those financial statements.

(2) A society must not issue, publish or distribute financial statements of the society that purport to be audited financial statements unless the financial statements have, in fact, been audited and an auditor's report has been prepared in relation to them.

Copies of financial statements of subsidiary

39   (1) In this section, "security holder" means the holder of a bond, debenture, note or other evidence of debt obligation, whether secured or unsecured, of a society.

(2) If a member or security holder of a society that has a subsidiary requests a copy of the subsidiary's most recent financial statements and pays the fee, if any, charged under subsection (4) for the copy, the society must provide the member or security holder with a copy of those financial statements, if any, along with any report of the subsidiary's auditor prepared on those financial statements.

(3) A society must provide a copy referred to in subsection (2) to the person seeking to obtain the copy by sending the copy to that person promptly, but in no case later than 14 days, after receipt of the request and payment of the fee, if any.

(4) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for a copy provided under subsection (2).

Number and residency of directors

40   A society must have at least 3 directors and at least one of the directors must be ordinarily resident in British Columbia.

Employment of directors

41   Subject to the regulations, a majority of the directors of a society must not receive or be entitled to receive remuneration from the society under contracts of employment or contracts for services, other than remuneration for being a director.

Designation, election and appointment of directors

42   (1) The first directors of a society incorporated under this Act are the individuals who are designated as the society's directors on the first statement of directors and registered office filed with the registrar under this Act in respect of the society.

(2) To become a director of a society, other than a first director, an individual must be elected or appointed to that office in accordance with the bylaws.

(3) The bylaws of a society may provide that an individual who holds a particular office or who has a specified attribute is, by virtue of holding that office or having that attribute, appointed as a director of the society.

(4) A designation, election or appointment of an individual as a director is invalid unless

(a) the individual consents in writing to be a director of the society, or

(b) the designation, election or appointment is made at a meeting that the individual attends and the individual does not refuse, at the meeting, to be a director.

Directors must be qualified

43   (1) A person must not be a director of a society if the person is not qualified under either section 44 or the bylaws to be a director.

(2) A director of a society who is not, or who ceases to be, qualified under either section 44 or the bylaws to be a director must promptly resign.

Persons qualified to be directors

44   (1) A person is qualified to be a director of a society only if the person is an individual who is at least 18 years of age.

(2) Despite subsection (1), an individual who is 16 or 17 years of age is qualified to be a director of a society if provided for in the regulations.

(3) Despite subsections (1) and (2), an individual is not qualified to be a director of a society if the individual is

(a) found by any court, in Canada or elsewhere, to be incapable of managing the individual's own affairs, unless a court, in Canada or elsewhere, subsequently finds otherwise,

(a.1) a person in respect of whom a certificate of incapability is issued under the Adult Guardianship Act, unless the certificate is subsequently cancelled under section 37 (4) of that Act,

(b) an undischarged bankrupt, or

(c) convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated entity, or of an offence involving fraud, unless

(i) the court orders otherwise,

(ii) 5 years have elapsed since the last to occur of

(A) the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,

(B) the imposition of a fine,

(C) the conclusion of the term of any imprisonment, and

(D) the conclusion of the term of any probation imposed, or

(iii) a pardon was granted or issued, or a record suspension was ordered, under the Criminal Records Act (Canada) and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.

Additional qualifications of directors

45   Without limiting section 44, the bylaws of a society may set out requirements that an individual must meet in order to be qualified to be a director.

Remuneration and reimbursement of directors

46   (1) Unless permitted by the bylaws, a society must not pay to a director of the society remuneration for being a director.

(2) Subject to subsection (3), a society may reimburse a director for reasonable expenses necessarily incurred by the director in performing the director's duties as a director.

(3) The bylaws of a society may restrict the reimbursement of a director under subsection (2) by doing one or more of the following:

(a) imposing conditions on the payment of reimbursement;

(b) limiting the amount of reimbursement payable;

(c) prohibiting reimbursement.

(4) Despite subsections (1) to (3), payment to a director by a society of remuneration or reimbursement authorized by the bylaws or this section is subject to any condition, limitation or prohibition on the payment provided for in the regulations.

Validity of acts of directors

47   (1) An act of a director is not invalid merely because of a defect in the director's designation, election or appointment or in the qualifications of that director.

(2) An act of a society is not invalid merely because

(a) fewer than the required number of directors have been designated, elected or appointed,

(b) the residency requirements for the directors have not been met, or

(c) a majority of the directors, contrary to section 41 [employment of directors], receive or are entitled to receive remuneration from the society under contracts of employment or contracts for services.

When director ceases to hold office

48   (1) A director of a society ceases to hold office when any of the following occurs:

(a) in the case of a director designated, elected or appointed for a term, the director's term of office expires;

(b) in the case of a director designated, elected or appointed without a term of office, unless the bylaws provide otherwise, at the close of the next annual general meeting after the director's designation, election or appointment;

(c) the director resigns or dies;

(d) the director is removed from office in accordance with section 50 (1) [removal of directors].

(2) Unless the bylaws provide otherwise, for the purposes of subsection (1) (a), a director's term of office expires at the close of the next annual general meeting after the director's designation, election or appointment.

Resignation of directors

49   A director of a society who intends to resign must give the director's resignation to the society in writing, and the resignation takes effect on the later to occur of the following:

(a) the receipt by the society of the written resignation;

(b) if the written resignation specifies that the resignation is to take effect on a specified date, on a specified date and time or on the occurrence of a specified event,

(i) if a date is specified, the beginning of the day on the specified date,

(ii) if a date and time are specified, the date and time specified, or

(iii) if an event is specified, the occurrence of the event.

Removal of directors

50   (1) A director of a society may be removed from office

(a) by special resolution, despite any provision of the bylaws, or

(b) without limiting paragraph (a), by the method, if any, provided for in the bylaws.

(2) Unless the bylaws provide otherwise, if a director is removed from office under subsection (1), an individual may be elected or appointed, by ordinary resolution, to serve as director for the balance of the term of the removed director.

Registry filings respecting directors

51   (1) Subject to subsection (2), a society must, promptly after a change in its directors or in the address of any of its directors, file with the registrar a notice of change of directors.

(2) If a change of directors occurs at an annual general meeting, the society may, instead of complying with subsection (1), provide notice of the change in the annual report the society files with the registrar under section 73 [society must file annual report].

(2.1) A society must, promptly after the society becomes aware that its statement of directors and registered office contains an error, file with the registrar a notice of correction.

(3) After a society files a notice of change of directors under subsection (1), an annual report referred to in subsection (2) or a notice of correction under subsection (2.1), the registrar must

(a) alter the society's statement of directors and registered office to reflect the change, and

(b) furnish to the society a certified copy of the altered statement of directors and registered office.

Applications respecting directors

51.1   (1) A person who claims not to be a director but who is shown as a director in the society's statement of directors and registered office may, on notice to the society, apply to the registrar to alter the society's statement of directors and registered office to remove the person's name and any address of the person.

(2) On an application under subsection (1), subject to subsection (3), the registrar must alter the society's statement of directors and registered office to reflect the change if

(a) the applicant provides proof satisfactory to the registrar that the applicant is not a director of the society, and

(b) it appears to the registrar that, in respect of the applicant, the society has failed to file or provide a notice of change of directors in accordance with section 51 (1) or (2).

(3) The statement of directors and registered office must continue to set out the delivery address and mailing address of the registered office of the society.

(4) If, under subsection (2) of this section, the registrar alters the society's statement of directors and registered office, the registrar must furnish a certified copy of the statement of directors and registered office to the society and the applicant.

Functions of directors

52   Subject to this Act, the regulations and the bylaws, the directors of a society must manage, or supervise the management of, the activities and internal affairs of the society.

Duties of directors

53   (1) A director of a society must, when exercising the powers and performing the functions of a director of the society,

(a) act honestly and in good faith with a view to the best interests of the society,

(b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances,

(c) act in accordance with this Act and the regulations, and

(d) subject to paragraphs (a) to (c), act in accordance with the bylaws of the society.

(2) Without limiting subsection (1), a director of a society, when exercising the powers and performing the functions of a director of the society, must act with a view to the purposes of the society.

(3) This section is in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of directors of a society.

(4) Nothing in a contract or the bylaws of a society relieves a director from

(a) the duty to act in accordance with this Act and the regulations, or

(b) liability that, by any enactment or rule of law or equity, would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the society.

Proceedings of directors

54   (1) Unless the bylaws of a society provide otherwise, the directors may meet at any location or in an electronic meeting, on any notice and in any manner convenient to the directors.

(2) The directors of a society may pass a directors' resolution without a meeting if both of the following requirements are met:

(a) a copy of the resolution is sent to all of the directors;

(b) all of the directors, or, if provided for in the bylaws, a lesser number of those directors, consent to the resolution in writing or in any other manner provided for in the bylaws.

(3) A director may not vote by proxy at a meeting of directors.

Application of this Act to persons performing functions of director

55   (1) Subject to the regulations, if a person who is not a director of a society performs functions of a director, the following provisions of this Act apply to the person as if that person were a director of the society:

(a) section 36 [reporting on remuneration of directors, employees and contractors];

(b) section 41 [employment of directors];

(c) section 46 [remuneration and reimbursement of directors];

(d) section 53 [duties of directors];

(e) Division 4 [Directors' Conflicts of Interest] of this Part;

(f) Division 5 [Directors' Liability] of this Part;

(g) Division 7 [Indemnification of Directors and Senior Managers and Payment of Expenses] of this Part;

(h) section 106 [relief in legal proceedings];

(i) section 116 (2) [examination and access];

(j) section 147 [duty to assist liquidator];

(k) section 157 [liabilities survive];

(l) section 213 (4) [investigation of society];

(m) a provision prescribed by regulation.

(2) Subsection (1) does not apply to a person who performs the functions of a director of a society if the person is a senior manager or performs those functions under the direction or control of a director or senior manager.

Disclosure of director's interest

56   (1) Subject to subsection (5), this section applies to a director of a society who has a direct or indirect material interest, that is known by the director or reasonably ought to have been known, in

(a) a contract or transaction, or a proposed contract or transaction, of the society, or

(b) a matter that is or is to be the subject of consideration by the directors, if that interest could result in the creation of a duty or interest that materially conflicts with that director's duty or interest as a director of the society.

(2) A director to whom this section applies must

(a) disclose fully and promptly to the other directors the nature and extent of the director's interest,

(b) abstain from voting on a directors' resolution or consenting to a consent resolution of directors in respect of the contract, transaction or matter referred to in subsection (1),

(c) leave the directors' meeting, if any,

(i) subject to subsection (4.1), when the contract, transaction or matter is discussed, and

(ii) when the other directors vote on the contract, transaction or matter, and

(d) refrain from any action intended to influence the discussion or vote.

(3) A disclosure under subsection (2) (a) must be evidenced in at least one of the following records:

(a) the minutes of a meeting of directors;

(b) a consent resolution of directors;

(c) a record addressed to the directors that is delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the society.

(4) If all of the directors of a society have disclosed under subsection (2) (a) a direct or indirect material interest, described in subsection (1), in a contract, transaction or matter,

(a) any or all of the directors may, despite subsection (2) (b), vote on a directors' resolution or consent to a consent resolution of directors in respect of the contract, transaction or matter, and

(b) subsection (2) (c) and (d) does not apply.

(4.1) A director to whom this section applies may remain in a directors' meeting for the purpose of providing information if asked to do so by one other director or, if provided for in the bylaws, a greater number of directors.

(5) This section does not apply to a director of a society in respect of a contract, transaction or matter that relates to any of the following:

(a) payment to the director by the society of remuneration for being a director or reimbursement to the director by the society of the director's expenses as described in section 46 [remuneration and reimbursement of directors];

(b) indemnification of or payment to the director under section 64 (1), (2) or (4) [indemnification and payment of expenses];

(c) the purchase or maintenance of insurance, referred to in section 66 [insurance], for the benefit of the director.

Accountability

57   A director of a society to whom section 56 applies must pay to the society an amount equal to any profit made by the director as a consequence of the society entering into or performing a contract or transaction unless

(a) the director discloses the director's interest in the contract or transaction in accordance with, and otherwise complies with, section 56, and, after the disclosure, the contract or transaction is approved by a directors' resolution, or

(b) the contract or transaction is approved by special resolution after the nature and extent of the director's interest in the contract or transaction has been fully disclosed to the members.

Validity of contracts

58   The fact that a director is in any way, directly or indirectly, materially interested in a contract or transaction that a society has entered into or proposes to enter into does not make the contract or transaction void, but, if neither of the approvals referred to in section 57 (a) and (b) has occurred, the court may, on the application of the society or another person whom the court considers to be an appropriate person to make an application under this section, do one or more of the following:

(a) if the society has not yet entered into the contract or transaction, prohibit the society from entering into the proposed contract or transaction;

(b) if the society has entered into the contract or transaction and the contract or transaction was not reasonable and fair to the society at the time it was entered into, set aside the contract or transaction;

(c) make any other order the court considers appropriate.

Directors' liability for money or other property distributed

59   (1) Directors of a society who

(a) vote for a resolution passed at a meeting of directors, or

(b) consent to a consent resolution of directors

authorizing a distribution, contrary to this Act or the bylaws, of money or other property are jointly and severally liable to restore to the society any money or other property that is so distributed and not otherwise recovered by the society.

(2) The liability imposed under subsection (1) is in addition to, and not in derogation of, any liability imposed on a director by any enactment or rule of law or equity.

(3) A legal proceeding to enforce a liability imposed by this section may not be commenced more than 2 years after the date of the applicable resolution.

(4) Without limiting any other rights a director has at law, a director who has satisfied a liability arising under this section is entitled to contribution from the other directors who voted for or consented to the resolution that gave rise to the liability.

(5) In a legal proceeding under this section, the court may, on the application of a society or a member or director of a society, do one or more of the following:

(a) order a person to pay or deliver to the society any money or other property the court considers was improperly distributed to that person;

(b) join a person as a party to the legal proceeding;

(c) make any other order the court considers appropriate.

Limitations on liability

60   A director of a society is not liable under section 59 and has complied with the director's duties under section 53 (1) [duties of directors] if the director, reasonably and in good faith, relied on any of the following:

(a) financial statements of the society represented to the director to fairly reflect the financial position of the society

(i) by a director or senior manager responsible for the preparation of the financial statements, or

(ii) in a written report of the auditor of the society;

(b) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person;

(c) a statement of fact represented to the director by another director or a senior manager of the society to be correct;

(d) any record, information or representation the court considers provides reasonable grounds for the actions of the director, whether or not

(i) the record was forged, fraudulently made or inaccurate, or

(ii) the information or representation was fraudulently made or inaccurate.

Senior managers

61   (1) Subject to any restrictions or requirements in the bylaws, the directors of a society may appoint one or more senior managers of the society to exercise the directors' authority to manage the activities or internal affairs of the society as a whole or in respect of a principal unit of the society.

(2) The appointment of a senior manager does not of itself create any contractual rights, and the removal of a senior manager is without prejudice to any contractual rights, or rights under law, of the senior manager.

(3) A person who is not qualified under section 44 [persons qualified to be directors] to be a director of a society is not qualified to be a senior manager of the society.

(4) Unless the bylaws provide otherwise and subject to section 41 [employment of directors], a director of a society may be a senior manager of the society.

(5) The following provisions apply in relation to a senior manager of a society as if the senior manager were a director of the society:

(a) section 47 (1) [validity of acts of directors];

(b) section 53 [duties of directors];

(c) section 106 [relief in legal proceedings].

Disclosure of senior manager's interest

62   (1) This section applies to a senior manager of a society who has a direct or indirect material interest, that is known by the senior manager or reasonably ought to have been known, in

(a) a contract or transaction, or a proposed contract or transaction, of the society, or

(b) a matter that is or is to be the subject of consideration by the directors, if that interest could result in the creation of a duty or interest that materially conflicts with the senior manager's duty or interest as a senior manager of the society.

(2) A senior manager to whom this section applies must

(a) disclose fully and promptly to the directors the nature and extent of the senior manager's interest,

(b) if the contract, transaction or matter referred to in subsection (1) is to be discussed at a directors' meeting at which the senior manager is in attendance, leave the directors' meeting

(i) subject to subsection (3.1), when the contract, transaction or matter is discussed, and

(ii) when the directors vote on the contract, transaction or matter, and

(c) refrain from any action intended to influence the discussion or vote.

(3) A disclosure under subsection (2) (a) must be evidenced in at least one of the following records:

(a) the minutes of a meeting of directors;

(b) a consent resolution of directors;

(c) a record addressed to the directors that is delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the society.

(3.1) A senior manager to whom this section applies may remain in a directors' meeting for the purpose of providing information if asked to do so by one director or, if provided for in the bylaws, a greater number of directors.

(4) Sections 57 [accountability] and 58 [validity of contracts] apply to a senior manager of a society as if the senior manager were a director of the society except that, in applying section 57, in addition to any other necessary changes, references in that section to section 56 are to be read as references to this section.

Definitions

63   In this Division:

"eligible party", in relation to a society, means an individual who is or was a director or senior manager of the society or who holds or held an equivalent position in a subsidiary of the society;

"eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which an eligible party or a representative of the eligible party, by reason of the eligible party being or having been a director or senior manager of the society, or holding or having held an equivalent position in a subsidiary of the society,

(a) is or may be joined as a party, or

(b) is or may be liable for or in respect of a penalty in, or expenses related to, the legal proceeding or investigative action;

"expenses" includes costs, charges and expenses, including legal and other fees, but does not include penalties;

"penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

"representative", in relation to an eligible party, means an heir or personal or other legal representative of the eligible party.

Indemnification and payment of expenses

64   (1) Subject to section 65, a society may, except to the extent that it is restricted from doing so under its bylaws, do one or both of the following:

(a) indemnify an eligible party or a representative of the eligible party against all penalties to which the eligible party or the representative is or may be liable in respect of an eligible proceeding;

(b) after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of the eligible proceeding.

(2) Subject to section 65 and subsection (3) of this section, a society must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of the eligible proceeding if

(a) neither the eligible party nor the representative has been reimbursed for those expenses, and

(b) the eligible party was not judged by a court, in Canada or elsewhere, or by another competent authority to have committed any fault or to have omitted to do anything that the eligible party ought to have done.

(3) A society is not required under subsection (2) to pay the expenses of an eligible party or a representative of the eligible party if the eligible party or the representative is liable for or in respect of those expenses by reason of the eligible party holding or having held a position in a subsidiary of the society that is equivalent to the position of director or senior manager of a society.

(4) Subject to section 65 and subsection (5) of this section, a society may, except to the extent that it is restricted from doing so under its bylaws, pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of the eligible proceeding.

(5) A society must not make the payments referred to in subsection (4) unless the society first receives from the eligible party or the representative of the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by section 65, the eligible party or the representative will repay the amounts advanced.

Indemnification or payment prohibited

65   (1) A society must not, under section 64 (1), (2) or (4), indemnify or pay the expenses of an eligible party or a representative of the eligible party in respect of an eligible proceeding, in either of the following circumstances:

(a) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the society or the subsidiary of the society, as the case may be;

(b) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct, in respect of which the eligible proceeding was brought, was lawful.

(2) If an eligible proceeding is brought by or on behalf of a society, or a subsidiary of a society, the society must not, under section 64 (1), (2) or (4), indemnify or pay the expenses of an eligible party or a representative of the eligible party in respect of the eligible proceeding unless the court, on the application of the society, approves the indemnification or payment of expenses.

Insurance

66   A society may purchase and maintain insurance, for the benefit of an eligible party or a representative of the eligible party, against any liability that may be incurred by reason of the eligible party being or having been a director or senior manager of the society or holding or having held an equivalent position in a subsidiary of the society.

Membership

67   (1) A person may, in accordance with the bylaws, be admitted as a member of a society.

(2) Unless the bylaws provide otherwise, an individual under the age of 19 years may be admitted as a member of a society.

(3) A person, other than an individual, who is admitted as a member of a society must authorize an individual to be the person's representative to act on that person's behalf, and, if so authorized, the representative is entitled to exercise the same powers on behalf of that person as that person could exercise if that person were an individual member of the society.

(4) Unless the bylaws provide otherwise, membership in a society is not transferable.

Classes of membership

68   If the bylaws of a society provide for more than one class of membership,

(a) the bylaws must set out the rights and obligations that apply to each class, and

(b) at least one of those classes must consist of voting members.

Termination of membership

69   (1) A member's membership in a society terminates when

(a) the member's term of membership, if any, expires,

(b) the membership terminates in accordance with the bylaws,

(c) the member resigns,

(d) the member, in the case of an individual, dies or, in the case of a partnership or corporation, dissolves, or

(e) the member is expelled in accordance with the bylaws or under section 70 (2).

(2) Unless the bylaws provide otherwise, the rights of a person as a member of a society, including any rights in the property of the society, cease to exist when the person's membership in the society terminates.

Discipline and expulsion of member

70   (1) The bylaws of a society may provide for the discipline or expulsion, or both, of members.

(2) Unless the bylaws provide otherwise, a member of a society may be disciplined or expelled by special resolution.

(3) Before a member of a society is disciplined or expelled under subsection (2) or the bylaws, the society must

(a) send to the member written notice of the proposed discipline or expulsion, including reasons, and

(b) give the member a reasonable opportunity to make representations to the society respecting the proposed discipline or expulsion.

Annual general meetings

71   (1) Subject to subsections (2) and (3), the directors of a society must call annual general meetings so that an annual general meeting is held in each calendar year.

(2) A society is not required to hold an annual general meeting in the calendar year in which the society is incorporated.

(3) On the application of a society made on or before December 31 of a calendar year in which an annual general meeting of the society must be held under subsection (1), the registrar may authorize the society, on any terms the registrar considers appropriate, to hold the annual general meeting on or before a specified date that is not later than March 31, or if a later date is prescribed, that later date, in the following calendar year, in which event

(a) the meeting must be held on or before the date specified by the registrar, and

(b) if the meeting is held in accordance with paragraph (a) of this subsection, the meeting is deemed, for the purposes of this Act, to have been held in the preceding calendar year and not in the calendar year in which the meeting is actually held.

Deemed annual general meeting

72   (1) An annual general meeting is deemed, for the purposes of this Act, to have been held in accordance with section 71 if

(a) the matters that must, under this Act or the bylaws, be dealt with at that meeting, including the presentation under section 35 (1) [financial statements] of the financial statements and auditor's report, if any, to the members, are dealt with in a resolution, and

(b) all of the voting members consent in writing to the resolution on or before the date by which the annual general meeting must be held under section 71.

(2) If an annual general meeting is deemed to have been held under subsection (1),

(a) the meeting is deemed to have been held on the date on which the last voting member consents to the resolution referred to in that subsection or on any later date, specified in the resolution, that falls on or before the date by which the annual general meeting must be held under section 71, and

(b) the requirements under this Act and the bylaws in respect of calling, giving notice of and holding the annual general meeting are deemed to have been met.

Society must file annual report

73   (1) A society must, within 30 days after an annual general meeting is held, file with the registrar an annual report that includes the date on which the meeting was held.

(2) Unless subsection (3) applies, if a society fails to hold an annual general meeting in a calendar year as required under section 71 (1) [annual general meetings], the society must file with the registrar, on or before January 31 of the calendar year following the calendar year in which the meeting was required to be held, an annual report indicating that an annual general meeting was not held.

(3) If the registrar specifies under section 71 (3) a date on or before which an annual general meeting must be held and if, contrary to section 71 (3) (a), an annual general meeting is not held on or before that date, the society must, within 30 days after that date, file an annual report indicating that an annual general meeting was not held.

(4) If each of the annual reports of a society for 2 consecutive calendar years indicates that an annual general meeting was not held, the registrar may send to the society a notice that the society may be dissolved under section 214 [involuntary dissolution by registrar] unless the society

(a) holds an annual general meeting in the calendar year in which the notice is sent, and

(b) indicates in an annual report filed with the registrar for that calendar year that the annual general meeting referred to in paragraph (a) of this subsection was held.

Other general meetings

74   Subject to section 71 [annual general meetings], the directors of a society may at any time call a general meeting.

Requisition of general meeting

75   (1) In this section:

"requisition threshold" means

(a) 10% of the voting members of a society, unless paragraph (b) applies, or

(b) if the bylaws of the society provide for a percentage lower than 10%, that percentage;

"requisitionists" means the voting members referred to in subsection (3) (b).

(2) Voting members of a society may requisition the directors to call a general meeting for the purposes stated in the requisition.

(3) A requisition under this section

(a) may be made in a single record or may consist of several records in similar form,

(b) must contain the names of, and be signed by, not fewer than the number of voting members that constitutes the requisition threshold for the society,

(c) must state, in 500 words or less, the business to be considered at the meeting, including any special resolution the requisitionists wish to have considered at the meeting,

(d) must be delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the society, and

(e) must be sent to each individual listed in the society's register of directors.

(4) Promptly after a society receives a requisition mailed or delivered under subsection (3) (d),

(a) the directors must call a general meeting, to be held within 60 days after the date of the society's receipt of the requisition, to consider the business stated in the requisition, and

(b) notice of the meeting, accompanied by the text of the statement referred to in subsection (3) (c), must be sent.

(5) A society, or a person acting on behalf of a society, does not incur any liability merely because the society or person complies with subsection (4) (b).

(6) If, within 21 days after the date of the society's receipt of a requisition, the directors do not call a general meeting, a majority of the requisitionists may call the meeting.

(7) A general meeting called under subsection (6) must be

(a) called within 60 days after the expiry of the 21 day period referred to in that subsection, and

(b) called and held in the same manner, as nearly as possible, as a general meeting called and held by the directors except that notice of the meeting must be sent to every director as well as to every member.

(8) Unless otherwise resolved by ordinary resolution at the general meeting called under subsection (6), the society must reimburse the requisitionists for the expenses actually and reasonably incurred by them in requisitioning, calling and holding that meeting.

Location of general meeting

76   (1) Subject to subsections (2) to (4), a general meeting must be held in British Columbia at the location provided for in the bylaws or, in the absence of such a provision, at the location in British Columbia that the directors determine.

(2) A general meeting may be held at a location outside British Columbia if

(a) the bylaws do not provide for a location in British Columbia at which the meeting must be held, and

(b) the meeting is held

(i) at a location outside British Columbia that is specified in the bylaws, or

(ii) in the absence of such specification, at a location outside British Columbia agreed on by every voting member before the meeting.

(3) If a general meeting is a partially electronic meeting, subsections (1) and (2) apply to the location where persons attend the meeting in person.

(4) If a general meeting is a fully electronic meeting, subsections (1) and (2) do not apply to the meeting.

Notice of general meeting

77   (1) Written notice of a general meeting, containing the information set out in section 78 [content of notice of general meeting], must be sent to every member of the society

(a) at least

(i) 14 days before the meeting, unless subparagraph (ii) applies, or

(ii) the number of days before the meeting specified in the bylaws, if the number of days so specified is at least 7 days, and

(b) not more than 60 days before the meeting.

(2) Notice of a general meeting of a society that has more than 100 members is, if permitted by the bylaws, deemed to have been sent under subsection (1) if

(a) notice of the meeting has been sent by email to the email address of every member of the society for whom the society has an email address in the register of members, and

(b) notice of the meeting

(i) is published, at least once in each of the 3 weeks immediately before the meeting, in one or more newspapers identified in the bylaws, or

(ii) is posted, throughout the period commencing at least 21 days before the meeting and ending when the meeting is held, on a website that is maintained by or on behalf of the society and is accessible to all of the members of the society.

(2.1) [Repealed 2021-24-22.]

(3) The accidental omission to send notice of a general meeting to a member, or the non-receipt of notice by a member, does not invalidate any proceedings at the meeting.

Content of notice of general meeting

78   (1) Notice of a general meeting must include the date and time and, if applicable, the location of the meeting and the text of any special resolution to be submitted to the meeting.

(2) If a general meeting is an electronic meeting, the notice of the meeting must also contain instructions for attending and participating in the meeting by telephone or other communications medium, including, if applicable, instructions for voting at the meeting.

Waiver of notice

79   (1) A member of a society may, in any manner, waive the member's entitlement to notice of a general meeting or may agree to reduce the period of that notice.

(2) Attendance of a member at a general meeting is a waiver of the member's entitlement to notice of the meeting unless the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Powers of court respecting general meetings

80   (1) On the application of a member or director of a society, the court may order that a general meeting be called, held and conducted on the notice, on the date, at the time, at the location or in the manner the court directs,

(a) if it is not feasible to call, hold or conduct the meeting on the notice, on the date, at the time, at the location or in the manner required under this Act or the bylaws, or

(b) for any other reason the court considers appropriate.

(2) The court may order that the quorum under section 82 [quorum] be varied or dispensed with at a meeting called, held and conducted under this section.

Members' proposals

81   (1) In this section:

"proposal" means a notice sent under subsection (2) to a society;

"proposal threshold" means

(a) 5% of the voting members of a society, unless paragraph (b) applies, or

(b) if the bylaws of the society provide for a percentage lower than 5%, that percentage,

but in either case, not fewer than 2 members.

(2) Voting members of a society may send to the society a notice of a matter that the members propose to have considered at an annual general meeting.

(2.1) A proposal may be accompanied by one written statement in support of the proposal.

(3) A proposal is valid if

(a) the proposal contains the names of, and is signed by, not fewer than the number of voting members that constitutes the proposal threshold for the society,

(b) the proposal is accompanied by any special resolution required to be considered, and

(c) the proposal, or, if a statement referred to in subsection (2.1) accompanies the proposal, the proposal and statement together, does not exceed 500 words in length.

(4) Subject to subsection (7), a society that receives a valid proposal at least 7 days before notice of the annual general meeting is sent must include, with that notice,

(a) the proposal,

(b) the names of the members submitting the proposal, and

(c) the statement, if any, in support of the proposal, if the members submitting the proposal request that the statement be included with the notice.

(4.1) Subject to subsection (7), the society must allow one of the members who submitted a valid proposal to present the proposal personally, and not by proxy, at the annual general meeting in relation to which the proposal was made if the member is a voting member at the time of the meeting.

(5) [Repealed 2021-24-24.]

(6) A society, or a person acting on behalf of a society, does not incur any liability merely because the society or person complies with subsection (4).

(7) A society is not required to comply with subsection (4) or (4.1) if the proposal relates to substantially the same matter that was considered at a general meeting held in either of the 2 previous calendar years before the calendar year in which the annual general meeting referred to in that subsection is to be held.

Quorum

82   (1) Subject to subsections (3) and (4), the quorum for the transaction of business at a general meeting is

(a) 3 voting members, unless paragraph (b) of this subsection applies, or

(b) if the bylaws provide for a quorum greater than 3 voting members, that quorum.

(2) The bylaws of a society may, for the purposes of subsection (1) (b), provide for a quorum that is greater than 3 voting members, by doing either of the following:

(a) specifying the number of voting members that constitutes a quorum;

(b) requiring that the quorum be calculated as a specified percentage of voting members or on another basis.

(3) If a society has fewer voting members than the quorum provided for in subsection (1), the quorum for the transaction of business at a general meeting is all of the voting members.

(4) The bylaws of a society may provide that if a general meeting is adjourned until a later date because a quorum is not in attendance, and if, at the continuation of the adjourned meeting, a quorum is again not in attendance, the voting members in attendance constitute a quorum for the purposes of that meeting.

Participation in general meeting by telephone or other communications medium

83   (1) Unless the bylaws of a society provide otherwise, a person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person.

(2) If a society holds a general meeting that is not an electronic meeting, the society is not obligated to take any action or provide any facility to permit or facilitate the use of any communications medium at the meeting.

(2.1) If a society holds a general meeting that is an electronic meeting, the society must permit and facilitate participation in the meeting by telephone or other communications medium.

(3) If one or more members of a society vote at a general meeting in a manner contemplated by this section, the vote must be conducted in a manner that adequately discloses the intentions of the members.

Right to vote

84   (1) A member of a society has the right to vote unless the member is a member of a class of members who, under the bylaws, do not have the right to vote.

(2) A voting member of a society has only one vote.

(3) Subject to subsections (4) and (5), a voting member of a society may, without restriction, exercise the right to vote on every matter.

(4) The bylaws of a society may

(a) restrict the voting rights of a voting member who is not in good standing within the meaning of the bylaws, or

(b) provide that only voting members having a specified attribute have the right to elect or appoint certain directors.

(5) The bylaws of a society may authorize

(a) indirect or delegate voting, or

(b) voting by mail or another means of communication, including by fax, email or other electronic means.

(6) If the bylaws of a society authorize voting by a method referred to in subsection (5), the bylaws must set out rules respecting how that voting is to occur.

Proxies

85   (1) A voting member of a society may not appoint a proxy holder unless permitted to do so by the bylaws of the society.

(2) An appointment of a proxy holder

(a) must be in writing and must comply with any other requirements set out in the bylaws,

(b) is, unless the bylaws provide otherwise, valid only at the meeting for which the appointment is given or at any adjournment of that meeting, and

(c) may be revoked at any time.

(3) Unless the bylaws provide otherwise, a proxy holder must be a member of the society and may be an individual under the age of 19 years.

(4) Unless limited in the appointment, a proxy holder stands in the place of the voting member appointing the proxy holder and can do anything that member can do, including propose and second resolutions, participate in the discussion and vote.

Definitions

86   In this Division:

"amalgamated society" means the society that results from an amalgamation under this Division;

"amalgamating corporation" means

(a) an amalgamating society, or

(b) an extraprovincial non-share corporation that is amalgamating under this Division;

"amalgamating society" means a society that is amalgamating under this Division.

Application for amalgamation

87   A society may amalgamate with one or more other societies or extraprovincial non-share corporations and continue as one society by

(a) filing with the registrar an amalgamation application that

(i) sets out

(A) the name reserved under section 9 [name] for the amalgamated society and the reservation number given for that name or, if the application indicates that the amalgamated society will adopt the name of an amalgamating society, that name,

(B) the name of each amalgamating corporation, and

(C) the home jurisdiction of any amalgamating corporation that is an extraprovincial non-share corporation, and

(ii) contains, for the proposed amalgamated society,

(A) a constitution,

(B) bylaws, and

(C) a statement of directors and registered office, and

(b) if any of the amalgamating corporations is an extraprovincial non-share corporation, providing to the registrar any records and information the registrar may require, including, without limitation, an authorization for the amalgamation from the official in the extraprovincial non-share corporation's home jurisdiction whose role in that jurisdiction is similar to the role of the registrar in British Columbia.

Prerequisites to filing amalgamation application

88   A society must not submit an amalgamation application to the registrar for filing under section 87 unless

(a) the amalgamating corporations have entered into an amalgamation agreement that sets out

(i) the terms and conditions of the amalgamation, and

(ii) the details necessary to perfect the amalgamation and provide for the subsequent management and operation of the amalgamated society, including the constitution and bylaws proposed for the amalgamated society, and

(b) each amalgamating society has adopted the amalgamation agreement by special resolution.

Amalgamation

89   (1) Amalgamating corporations are amalgamated and continue as an amalgamated society under this Division when the amalgamation application is filed with the registrar under section 87 [application for amalgamation].

(2) After amalgamating corporations are amalgamated as an amalgamated society under subsection (1), the registrar must

(a) issue a certificate of amalgamation in which is recorded

(i) the name and incorporation number of the amalgamated society,

(ii) the date and time of the amalgamation,

(iii) the name of each amalgamating corporation, and

(iv) the home jurisdiction of any amalgamating corporation that was an extraprovincial non-share corporation,

(b) furnish to the amalgamated society

(i) the certificate of amalgamation, and

(ii) a certified copy of the following records contained in the amalgamation application filed with the registrar under section 87:

(A) the constitution of the society;

(B) the bylaws of the society;

(C) the statement of directors and registered office of the society, and

(c) publish notice of the amalgamation.

(3) Whether or not the requirements precedent and incidental to amalgamation have been complied with, a notation in the register of societies that amalgamating corporations have been amalgamated as an amalgamated society is conclusive evidence for the purposes of this Act and for all other purposes that the amalgamating corporations have been duly amalgamated as an amalgamated society with the name, and on the date and time, shown in the register of societies.

Effect of amalgamation

90   (1) When amalgamating corporations are amalgamated under this Division as an amalgamated society,

(a) the amalgamation of the amalgamating corporations and their continuation as one society become irrevocable,

(b) this Act applies to the amalgamated society as if the amalgamated society had been incorporated under this Act,

(c) the amalgamated society has the constitution, bylaws and statement of directors and registered office contained in the amalgamation application filed with the registrar under section 87 [application for amalgamation],

(d) the property of each amalgamating corporation continues to be the property of the amalgamated society,

(e) the amalgamated society continues to be liable for the obligations of each amalgamating corporation,

(f) an existing cause of action, claim or liability to prosecution is unaffected,

(g) a legal proceeding being prosecuted or pending by or against an amalgamating corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the amalgamated society, and

(h) a conviction against, or a ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated society.

(2) An amalgamation does not constitute an assignment by operation of law, a transfer or any other disposition of the property of an amalgamating corporation to the amalgamated society.

Restrictions on amalgamation

91   A society must not amalgamate with another corporation to form

(a) a corporation in a jurisdiction other than British Columbia, or

(b) a corporation that is not a society.

Disposal of undertaking

92   (1) A society must not sell, lease or otherwise dispose of all or substantially all of its undertaking unless the society has been authorized to do so by special resolution.

(2) If a society contravenes or is about to contravene subsection (1), on the application of a member or director of the society or another person whom the court considers to be an appropriate person to make an application under this section, the court may make any order the court considers appropriate, including an order doing either of the following:

(a) setting aside part or all of the disposition;

(b) prohibiting part or all of the proposed disposition.

Definition of "special Act non-share corporation"

93   In this Division, "special Act non-share corporation" means a corporation, without share capital, incorporated by an Act.

Application for continuation into British Columbia

94   An extraprovincial non-share corporation may be continued into British Columbia as a society by

(a) filing with the registrar a continuation application that

(i) sets out

(A) the name of the extraprovincial non-share corporation and its home jurisdiction, and

(B) the name reserved under section 9 [name] for the proposed society and the reservation number given for that name, and

(ii) contains, for the proposed society,

(A) a constitution,

(B) bylaws, and

(C) a statement of directors and registered office, and

(b) providing to the registrar any records and information the registrar may require, including, without limitation, an authorization for the continuation from the official in the extraprovincial non-share corporation's home jurisdiction whose role in that jurisdiction is similar to the role of the registrar in British Columbia.

Application for conversion of special Act non-share corporation

95   (1) Unless the Act by which it was incorporated provides otherwise, a special Act non-share corporation may convert itself into a society if it

(a) has obtained the written consent of the minister to do so, and

(b) has been authorized to do so by a special resolution that

(i) adopts a constitution and bylaws in substitution for the provisions of the Act by which the corporation was incorporated, and of the regulations under that Act, that are similar to the constitution and bylaws of a society, and

(ii) authorizes one or more members of the board of directors or other governing body of the special Act non-share corporation to file with the registrar the conversion application referred to in subsection (2) (a).

(2) A special Act non-share corporation that is authorized to do so under subsection (1) may convert itself into a society by filing with the registrar

(a) a conversion application that

(i) sets out the name reserved under section 9 [name] for the proposed society and the reservation number given for that name, and

(ii) contains, for the proposed society,

(A) a constitution,

(B) bylaws, and

(C) a statement of directors and registered office,

(b) the minister's written consent to the conversion, and

(c) any other records the registrar may require.

Continuation or conversion

96   (1) An extraprovincial non-share corporation is continued as a society when the continuation application is filed with the registrar under section 94 [application for continuation into British Columbia].

(2) A special Act non-share corporation is converted into a society when the conversion application is filed with the registrar under section 95 (2).

(3) After a corporation is continued as or converted into a society under subsection (1) or (2), the registrar must

(a) issue a certificate of continuation or conversion, as the case may be, in which is recorded

(i) the name and incorporation number of the society, and

(ii) the date and time of the continuation or conversion,

(b) furnish to the society

(i) the certificate of continuation or conversion, and

(ii) a certified copy of the following records contained in the continuation application filed with the registrar under section 94 or the conversion application filed with the registrar under section 95 (2):

(A) the constitution of the society;

(B) the bylaws of the society;

(C) the statement of directors and registered office of the society, and

(c) publish notice of the continuation or conversion.

(4) Whether or not the requirements precedent and incidental to continuation or conversion have been complied with, a notation in the register of societies that a corporation has been continued as or converted into a society is conclusive evidence for the purposes of this Act and for all other purposes that the corporation has been duly continued as or converted into a society, as the case may be, with the name, and on the date and time, shown in the register of societies.

Effect of continuation or conversion

97   When a corporation is continued as or converted into a society under this Division,

(a) this Act applies to the society as if the society had been incorporated under this Act and, in the case of the conversion of a special Act non-share corporation, the provisions of the Act by which the corporation was incorporated, and of the regulations under that Act, that are similar to the constitution and bylaws of a society cease to apply,

(b) the society has the constitution, bylaws and statement of directors and registered office contained in the continuation application filed with the registrar under section 94 [application for continuation into British Columbia] or the conversion application filed with the registrar under section 95 (2) [application for conversion of special Act non-share corporation],

(c) the property of the corporation continues to be the property of the society,

(d) the society continues to be liable for the obligations of the corporation,

(e) an existing cause of action, claim or liability to prosecution is unaffected,

(f) a legal proceeding being prosecuted or pending by or against the corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the society, and

(g) a conviction against, or a ruling, order or judgment in favour of or against, the corporation may be enforced by or against the society.

No continuation out of British Columbia

98   A society must not apply to a jurisdiction other than British Columbia to be continued into that jurisdiction.

Arrangement may be proposed

99   (1) Subject to this Act and the regulations, a society may propose any arrangement that it considers appropriate, including, without limitation, an arrangement that includes one or more of the following:

(a) an alteration to the constitution, bylaws or statement of directors and registered office of the society;

(b) an amalgamation of the society with one or more other societies;

(c) an amalgamation of the society with one or more extraprovincial non-share corporations that results in a society;

(d) a transfer of all or any part of the property or liabilities of the society to another corporation;

(e) a compromise between the society and its creditors or any class of its creditors;

(f) a dissolution, or a liquidation and dissolution, of the society.

(2) Before an arrangement proposed under this section takes effect, the arrangement must be approved by

(a) special resolution, and

(b) a court order under section 100.

Powers of court respecting arrangements

100   (1) On the application of a society, the court may make an order approving an arrangement proposed by the society, on the terms presented in the application or substantially on those terms, or may refuse to approve the arrangement.

(2) If the court approves an arrangement under subsection (1), the court may make any ancillary or consequential orders it considers necessary to ensure that the arrangement is fully and effectively carried out.

Registry filings respecting arrangements

101   If the provisions of an arrangement the court approves under section 100 will, on taking effect, alter information contained in records filed with the registrar, the society must

(a) file with the registrar

(i) the records required to give effect to those provisions, and

(ii) concurrently with those records, a copy of the entered court order, and

(b) provide to the registrar any other records and information the registrar may require.

Complaints by members

102   (1) A member of a society may apply to the court for an order under this section on the grounds that

(a) the activities or internal affairs of the society are being or were conducted, or the powers of the directors are being or were exercised, in a manner oppressive to the member or to the member and one or more other members, or

(b) an act of the society was done or is threatened, or a resolution of the members or directors was passed or is proposed, that is unfairly prejudicial to the member or to the member and one or more other members.

(2) On an application under subsection (1), the court may, with a view to remedying or bringing to an end the matters complained of, make any interim or final order it considers appropriate, including an order

(a) directing or prohibiting any act,

(b) regulating the conduct of the society's activities or internal affairs,

(c) removing a director or appointing a new director,

(d) varying or setting aside a transaction to which the society is a party and directing any party to the transaction to compensate any other party to the transaction,

(e) varying or setting aside a resolution,

(f) requiring the society, within a period the court specifies, to produce to the court or to a specified person financial statements or an accounting in any form the court may determine,

(g) directing the society to compensate an aggrieved person,

(h) directing correction of the records of the society,

(i) appointing a receiver or receiver manager,

(j) directing that the society be liquidated and dissolved and appointing one or more liquidators, or

(k) appointing an investigator to conduct an investigation of the society, providing directions in relation to that investigation and setting the investigator's remuneration.

(3) Section 213 (4) [investigation of society] applies in relation to an investigator appointed under subsection (2) (k) of this section.

Derivative actions

103   (1) In this section, "complainant", in relation to a society, means a member or director of the society or another person whom the court considers to be an appropriate person to prosecute or defend, under this section, a legal proceeding in relation to the society.

(2) A complainant in relation to a society may, with leave of the court,

(a) prosecute a legal proceeding in the name and on behalf of the society

(i) to enforce a right of, or a duty or obligation owed to, the society that could be enforced by the society itself, or

(ii) to obtain damages for any breach of a right, duty or obligation referred to in subparagraph (i), or

(b) defend, in the name and on behalf of the society, a legal proceeding brought against the society.

(3) Section 233 [powers of court in relation to derivative actions] of the Business Corporations Act applies for the purposes of this section.

Compliance or restraining orders

104   (1) This section applies if

(a) a person contravenes or is about to contravene a provision of this Act, the regulations or the bylaws of a society, or

(b) a society is carrying on activities that are inconsistent with or contrary to its purposes.

(2) On the application of a member or director of a society in relation to which this section applies or another person whom the court considers to be an appropriate person to make an application under this section, the court may make an order,

(a) in a case described in subsection (1) (a), directing the person who has contravened or is about to contravene a provision referred to in that subsection to comply with or refrain from contravening the provision, or

(b) in a case described in subsection (1) (b), directing the society to refrain from carrying on activities that are inconsistent with or contrary to its purposes.

(3) If the court makes an order under subsection (2), the court may make any ancillary or consequential orders it considers appropriate.

Court may remedy irregularities

105   (1) This section applies if an omission, defect, error or irregularity in the conduct of the activities or internal affairs of a society results in

(a) a contravention of this Act or the regulations,

(b) the society acting inconsistently with or contrary to its purposes,

(c) a default in compliance with the bylaws of the society,

(d) proceedings at, or in connection with, a general meeting or a meeting of directors, or an assembly purporting to be such a meeting, being rendered ineffective, or

(e) a resolution consented to by members or directors of the society, or records purporting to be such a resolution, being rendered ineffective.

(2) Despite any other provision of this Act, if an omission, defect, error or irregularity described in subsection (1) occurs,

(a) the court may, either on its own motion or on the application of a person whom the court considers to be an appropriate person to make an application under this section, make an order

(i) to correct or cause to be corrected, or to negative or modify or cause to be modified, the consequences in law of the omission, defect, error or irregularity, or

(ii) to validate an act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the omission, defect, error or irregularity, and

(b) the court may make any ancillary or consequential orders it considers appropriate.

(3) Unless the court orders otherwise, an order under subsection (2) does not prejudice the rights of a third party who has acquired those rights for valuable consideration and without notice of the omission, defect, error or irregularity that is the subject of the order.

Relief in legal proceedings

106   If, in a legal proceeding against a director of a society, the court finds that the director is or may be liable in respect of negligence, default, breach of duty or breach of trust, the court

(a) must take into consideration all of the circumstances of the case, including those circumstances connected with the director's designation, election or appointment, and

(b) may relieve the director, either wholly or partly, from liability, on the terms the court considers appropriate, if it appears to the court that, despite the finding of liability, the director has acted honestly and reasonably and ought fairly to be excused.

Registrar or court may order access or copies

107   (1) A person who claims to be entitled under section 24 [inspection of records] or 25 [inspection of register of members may be restricted] to inspect a record of a society, or under section 27 [copies of records] or 28 [copies of financial statements] to receive a copy of a record of a society, may apply in writing to the registrar for an order under subsection (2) of this section if the society does not provide the person with access to the record or a copy of the record, as the case may be.

(1.1) If, on the application of a person referred to in subsection (1), it appears to the registrar that a society has, contrary to section 24, 25, 27 or 28, failed to provide the applicant with access to, or a copy of, a record, the registrar may furnish a written notice to the society that the registrar will issue an order under subsection (2) of this section unless the society provides to the registrar within 15 days after the date on which the notice is furnished whichever of the following the society chooses to provide:

(a) a copy of the record;

(b) a signed statement of a director or senior manager of the society that sets out the reason why access to, or a copy of, the record is not being provided to the applicant.

(1.2) The registrar must

(a) set out in a notice under subsection (1.1) an explanation of the basis on which the applicant claims to be entitled to obtain access to, or a copy of, the record, and

(b) furnish a copy of the notice to the applicant.

(2) If a society referred to in a notice under subsection (1.1) does not provide to the registrar, in accordance with the notice, a copy of the record or a signed statement of a director or senior manager, the registrar must order the society to provide to the registrar whichever of the following the society chooses to provide:

(a) a copy of the record referred to in subsection (1.1) (a);

(b) a signed statement referred to in subsection (1.1) (b).

(3) The registrar must

(a) set out in an order under subsection (2) an explanation of the basis on which the applicant claims to be entitled to obtain access to, or a copy of, the record, and

(b) furnish a copy of the order to the society and the applicant.

(4) A society referred to in an order under subsection (2) must comply with the order within 10 days after the date of the order.

(5) If a society provides to the registrar a copy of a record under subsection (1.1) (a) or (2) (a), the registrar must furnish the copy of the record to the applicant.

(6) If a society provides to the registrar a signed statement of a director or senior manager under subsection (1.1) (b) or (2) (b), the registrar must furnish the statement to the applicant.

(7) An applicant under subsection (1) may, on notice to the society, apply to the court for an order that the applicant be provided with access to, or a copy of, a record if

(a) a signed statement respecting the record is furnished under subsection (6) to the applicant by the registrar, or

(b) the society fails to comply with subsection (4).

(8) The court may, on an application under subsection (7), make any order it considers appropriate, including any of the following orders:

(a) an order requiring that access to a record of the society be provided to the applicant, or that a certified copy of the record be provided to the applicant, within the time specified by the order;

(b) an order requiring the society to change the location of its registered office to a location the court considers appropriate or to change the location at which some or all of its records are kept, or made available for inspection, under section 22 (1) [location of records];

(c) an order requiring the society to pay to the applicant damages in an amount the court considers appropriate.

Applications to court to correct records

108   (1) In this section, "basic records", in relation to a society, means

(a) the society's

(i) constitution,

(ii) bylaws,

(iii) statement of directors and registered office,

(iv) register of directors, and

(v) register of members,

(b) the minutes of any general meeting or meeting of directors, and

(c) any resolution passed by the members or directors, if the resolution is not included in the minutes referred to in paragraph (b).

(2) If information is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, a society's basic records, the society, a member or director of the society or another person whom the court considers to be an appropriate person to make an application under this section may apply to the court for an order that the basic records be corrected.

(3) On an application under this section, the court may make any order it considers appropriate, including an order

(a) requiring the society to correct one or more of its basic records,

(b) restraining the society from calling or holding a general meeting or doing any other act before the correction is made,

(c) determining the right of a party to the application to have the party's name entered or retained in, or deleted or omitted from, basic records of the society, and

(d) requiring a person to compensate a party who has incurred a loss as a result of a matter referred to in subsection (2).

Missing records

109   (1) If the court is satisfied that a record the society is required to keep under section 20 [records to be kept] has been destroyed, is lost, was never created or is otherwise not accessible, the court may, on the application of the society, a member or director of the society or another person whom the court considers to be an appropriate person to make an application under this section, make any order it considers appropriate and may, without limitation,

(a) declare what was or should have been contained in the record,

(b) declare the record to have existed with full legal effect from the date and time the society was incorporated or from any other date and time the court may order, and

(c) if a declaration is made under paragraph (a) of this subsection in respect of the contents of a record, order that some or all of those contents

(i) apply to a person or to an event, or

(ii) do not apply to a person or to an event, whether or not those contents would have applied to the person or to the event on or after the date and time the court orders under paragraph (b) of this subsection.

(2) If an order is made under subsection (1) in respect of a record, the provisions of Division 2 [Society Records] of Part 3 [Registered Office and Records] that are applicable to that record apply to a copy of the entered court order.

Definitions

109.1   In this Division:

"civil resolution tribunal" means the Civil Resolution Tribunal established under the Civil Resolution Tribunal Act;

"society claim" has the same meaning as in the Civil Resolution Tribunal Act.

Who may request resolution by civil resolution tribunal

109.2   (1) A society, or a member of a society, may make a request under section 4 [asking the tribunal to resolve a claim] of the Civil Resolution Tribunal Act asking the civil resolution tribunal to resolve a dispute concerning a society claim.

(2) A person, other than a person referred to in subsection (1), who claims

(a) to be entitled, under section 24 [inspection of records] of this Act, to inspect a record of a society,

(b) to be entitled, under section 27 [copies of records] of this Act, to receive a copy of a record of a society, or

(c) to be entitled, under section 28 [copies of financial statements] of this Act, to receive a copy of a record of a society

may make a request under section 4 of the Civil Resolution Tribunal Act asking the civil resolution tribunal to resolve a dispute concerning a society claim that relates to the person inspecting or receiving a copy of the record.

(3) A person may make a request in accordance with subsection (1) or (2) whether or not the person has applied to the registrar for an order under section 107 [registrar or court may order access or copies] of this Act.

(4) Nothing in this section or the Civil Resolution Tribunal Act limits a person's right to apply to the registrar for an order under section 107 of this Act.

(5) A request under section 4 of the Civil Resolution Tribunal Act may not be made with respect to any matter relating to the termination of membership in a society.

Application of Part

110   This Part applies in relation to a society

(a) that is required to have an auditor under section 111 (1) (a), or

(b) for which an auditor is appointed in any other case.

Appointment of auditor

111   (1) A society

(a) must have an auditor if the society is required to have an auditor by the society's bylaws or under the regulations, and

(b) may have an auditor in any other case.

(2) The first auditor, if any, of a society must be appointed by the directors, or by ordinary resolution, to hold office until the close of the annual general meeting following the appointment.

(3) Each auditor, if any, subsequent to the first auditor must be appointed at each annual general meeting, by ordinary resolution, to hold office until the close of the next annual general meeting.

(4) If a subsequent auditor is not appointed as required under subsection (3), and the society is required to have an auditor under subsection (1) (a), the auditor in office continues as auditor until a successor is appointed.

(5) If there is a vacancy in the office of auditor created by resignation, death or otherwise, other than by removal under section 115 [removal of auditor during term], the directors may appoint an auditor to hold office until the close of the next annual general meeting.

(6) If, for any reason, a society that is required under subsection (1) (a) to have an auditor does not have an auditor, the court may, on the application of a member of the society or another person whom the court considers to be an appropriate person to make an application under this section,

(a) appoint an auditor to hold office until the close of the next annual general meeting, and

(b) set the remuneration the society is to pay for the auditor's services.

Persons qualified to act as auditor

112   A person is qualified to act as an auditor of a society only if the person is

(a) a member of, or is a partnership whose partners are members of, a provincial institute of chartered accountants within Canada,

(b) a member of a provincial organization of chartered professional accountants within Canada, authorized by that organization to perform an audit,

(c) a professional accounting corporation as defined in the Chartered Professional Accountants Act, authorized by the CPABC as defined in that Act to perform an audit, or

(d) a registered firm as defined in the Chartered Professional Accountants Act, authorized by the CPABC as defined in that Act to perform an audit.

Independence of auditor

113   (1) In this section:

"member of the immediate family", in relation to a person, means any of the following:

(a) the spouse of the person;

(b) a parent or child of the person;

(c) a relative of the person, or a relative of the person's spouse, who resides with the person;

"partner", in relation to a person, means a person with whom the person carries on, in partnership, the profession of public accounting.

(2) A person who is not independent of a society must not act as the auditor of the society.

(3) For the purposes of this section, independence is a question of fact, but a person is not independent of a society if

(a) the person is

(i) a director or senior manager of the society or a person who holds an equivalent position in a subsidiary of the society,

(ii) an employee of the society or of a subsidiary of the society, or

(iii) a partner, employer, employee or member of the immediate family of a person referred to in subparagraph (i) or (ii),

(b) the person, a member of the immediate family of the person, a partner of the person or a member of the immediate family of a partner of the person beneficially owns or controls, directly or indirectly, an interest in a share or a bond, debenture, note or other evidence of debt obligation of the society or of a subsidiary of the society,

(c) the person is appointed a trustee of the estate of the society under the Bankruptcy and Insolvency Act (Canada) or is a partner, employer, employee or member of the immediate family of that trustee, or

(d) the person is a member of the society and has the power, either directly or indirectly, to elect or appoint the majority of directors of the society.

(4) Except in the circumstances described in subsection (3) (d), membership in a society is not to be taken into consideration in determining whether an auditor is independent.

Capacity to act as auditor

114   (1) An auditor of a society who is not, or who ceases to be, qualified under section 112 [persons qualified to act as auditor] to act as an auditor must, promptly after becoming aware of that fact, become qualified or resign as auditor of the society.

(2) An auditor of a society who is not, or who ceases to be, independent within the meaning of section 113 must, promptly after becoming aware of that fact,

(a) eliminate the circumstances that resulted in the auditor not being independent, or

(b) resign as auditor of the society.

(3) On the application of a member of a society or another person whom the court considers to be an appropriate person to make an application under this section, the court may order that an auditor of a society referred to in subsection (1) or (2) be removed on terms and conditions the court considers appropriate.

Removal of auditor during term

115   (1) A society

(a) may, by ordinary resolution passed at a general meeting called for the purpose, remove its auditor before the expiration of the auditor's term of office, and

(b) must, by ordinary resolution passed at the general meeting referred to in paragraph (a), appoint a person as auditor for the remainder of the term of office of the auditor who was removed under that paragraph.

(2) Before calling a general meeting for the purpose referred to in subsection (1) (a), a society must send to the auditor who is proposed to be removed

(a) written notice of the intention to call the meeting, specifying the date on which the notice of the meeting is proposed to be sent, and

(b) a copy of all of the materials proposed to be sent to the members in connection with the meeting.

(3) The society must send to the auditor who is proposed to be removed the records referred to in subsection (2) at least 14 days before the date on which the notice of the meeting is sent.

(4) An auditor may send to the society written representations respecting the auditor's proposed removal as auditor, and, if the society receives those written representations at least 7 days before the date on which the notice of the meeting is sent, the society must, at its expense, send a copy of those representations with the notice of the meeting.

(5) A society, or a person acting on behalf of a society, does not incur any liability merely because the society or person complies with subsection (4).

Examination and access

116   (1) The auditor of a society must make the examinations that are, in the auditor's opinion, necessary to enable the auditor to prepare the report required under section 117.

(2) A person who is or was a member, director or senior manager of a society or holds or held an equivalent position in a subsidiary of the society, or who is or was an employee or agent of the society or of a subsidiary of the society, must, to the extent that the person is reasonably able to do so, comply with any demand of the auditor of the society to do the following:

(a) provide to the auditor all of the information and explanations that the auditor considers necessary for the purpose of any examination or report that the auditor must or may make or prepare under this Act;

(b) allow the auditor access to all of the society's records and all of the records of the society's subsidiaries, if any, that the auditor may require for the purpose of an examination or report referred to in paragraph (a) and provide to the auditor copies of those records, when and as required by the auditor.

Auditor's report

117   (1) The auditor of a society must

(a) prepare for the members of the society a report on the financial statements that are to be presented to the members at an annual general meeting, and

(b) state in the report referred to in paragraph (a) whether, in the auditor's opinion, the financial statements

(i) fairly reflect, in all material respects, for the period under review, the financial position of the society and the results of its operations,

(ii) were prepared in accordance with generally accepted accounting principles, and

(iii) in the case of financial statements other than the first financial statements, were prepared on a basis consistent with the basis on which the financial statements that related to the preceding period were prepared.

(2) If an opinion given by an auditor in a report made under subsection (1) is subject to qualification, the auditor must state, in the report, the reasons for the qualification.

Right of auditor to attend general meeting

118   The auditor of a society is entitled, in respect of a general meeting,

(a) to each notice and other communication relating to the meeting to which a member is entitled,

(b) to attend the meeting, and

(c) to be heard at the meeting on any part of the business of the meeting that deals with the financial statements of the society or any other matter with respect to which the auditor has a duty or function.

Member may require auditor to attend general meeting

119   (1) A member of a society may, by written notice received by the society at least 7 days before the meeting, require the attendance of the auditor at a general meeting at which

(a) the financial statements of the society are to be considered, or

(b) the auditor is to be appointed or removed.

(2) If a society receives written notice in accordance with subsection (1), the society must promptly inform the auditor, the auditor must attend the meeting and the society must pay the expenses of that attendance.

Auditor must answer questions if present at general meeting

120   An auditor of a society who attends a general meeting at which the financial statements of the society are to be considered must answer questions concerning the financial statements, the auditor's report, if any, on those financial statements and any other matter with respect to which the auditor has a duty or function.

Amendment of financial statements and auditor's report

121   (1) If, after an annual general meeting at which the financial statements of a society were considered, facts come to the attention of the directors or senior managers of the society

(a) that could reasonably have been determined before the date of the meeting, and

(b) that, if known before that date, would have required a material adjustment to the financial statements presented to that meeting,

the directors or senior managers must communicate those facts to the auditor, and the directors must promptly amend the financial statements and send the amended financial statements to the auditor.

(2) If facts described in subsection (1) come to the attention of the auditor, other than as a result of a communication under that subsection, the auditor must inform each director accordingly, and the directors must promptly amend the financial statements and send the amended financial statements to the auditor.

(3) If amended financial statements are sent to the auditor under subsection (1) or (2),

(a) the auditor must amend the auditor's report on the financial statements presented to the annual general meeting so that the report complies with this Act, and

(b) the directors must send to the members a copy of the amended report and a statement explaining the effect of the amendment.

Qualified privilege in defamation proceedings

122   An oral or written statement or report made under this Act by the auditor or a former auditor of a society or to an auditor under section 116 (2) (a) [examination and access] or 121 (1) has qualified privilege for the purpose of defamation proceedings.

Definition

122.1   In this Part, "record keeper" means the person referred to in section 126 (2) (b) [dissolution by request of society without assets or liabilities].

Liquidation and dissolution

123   A society may be dissolved, or liquidated and dissolved, under this Part by

(a) a dissolution, without liquidation, initiated under section 126 [dissolution by request of society without assets or liabilities] by the members of the society by ordinary resolution,

(b) a liquidation and dissolution initiated under Division 3 [Voluntary Liquidation] by the members of the society by special resolution, or

(c) a court-ordered liquidation and dissolution initiated under Division 4 [Court-Ordered Liquidation and Dissolution] by an application to the court.

Distribution of property before dissolution or on liquidation

124   (1) Before the dissolution of a society under section 126 [dissolution by request of society without assets or liabilities] or on the liquidation of a society under this Part,

(a) all of the society's liabilities must be paid or adequate provision for payment of the liabilities must be made, and

(b) subject to subsection (2) of this section, after payment or adequate provision for payment of all of the society's liabilities is made, the remaining money or other property of the society may be distributed.

(2) A distribution of money or other property under subsection (1) (b) must be made only

(a) to a qualified recipient specified in the bylaws of the society, or

(b) if the bylaws do not specify a qualified recipient for such a distribution, to a qualified recipient specified in an ordinary resolution of the society or, if passing an ordinary resolution is not feasible, specified in a directors' resolution.

Stay of proceedings on insolvency

125   Any proceedings taken under this Part to dissolve, or to liquidate and dissolve, a society must be stayed if the society is at any time found in a proceeding under the Bankruptcy and Insolvency Act (Canada) to be insolvent within the meaning of that Act.

Dissolution by request of society without assets or liabilities

126   (1) The registrar may dissolve a society under this section if the society files with the registrar a dissolution by request application.

(2) A society must not file a dissolution by request application with the registrar unless the society has done both of the following:

(a) by ordinary resolution, authorized the dissolution;

(b) by ordinary resolution, appointed a person as a record keeper of the society.

(3) Concurrently with the filing of a dissolution by request application, a society must file with the registrar

(a) a copy of each ordinary resolution referred to in subsection (2),

(a.1) a notice of appointment of record keeper, including the record keeper's delivery address and mailing address, and

(b) an affidavit sworn by 2 or more directors of the society, or, if the society has only one director, sworn by that director, declaring that, to the best of the knowledge of the directors or the sole director, as the case may be,

(i) the society has no liabilities or has made adequate provision for the payment of all of the society's liabilities in accordance with section 124 (1) (a) [distribution of property before dissolution or on liquidation], and

(ii) the remaining money or other property of the society, if any, has been distributed in accordance with section 124 (1) (b) and (2).

Custody of society's records by record keeper

126.1   The record keeper of a society must take into the record keeper's custody or control all of the records the society is required to keep under section 20 [records to be kept].

Voluntary liquidation

127   A society may be voluntarily liquidated if the members of the society so resolve by a special resolution passed at a general meeting called for that purpose.

Appointment of liquidator in voluntary liquidation

128   At the general meeting at which a special resolution referred to in section 127 is passed, the society must, by ordinary resolution, appoint one or more liquidators.

Commencement of voluntary liquidation

129   A voluntary liquidation of a society commences when both of the resolutions referred to in sections 127 [voluntary liquidation] and 128 have been passed.

Court-ordered liquidation and dissolution

130   (1) The court may, on the application of a society, a member or director of a society or another person whom the court considers to be an appropriate person to make the application, order that the society be liquidated and dissolved if

(a) the bylaws provide that the society is to be dissolved on the occurrence of an event and that event has occurred, or

(b) the court considers that the liquidation and dissolution of the society would be just and equitable.

(2) Before hearing the application of a person under subsection (1), the court may require the person to give security for the costs of the application.

Appointment of liquidator in court-ordered liquidation

131   If the court orders that a society be liquidated and dissolved, the court

(a) must, by order, appoint one or more liquidators and set the remuneration the society is to pay for the liquidators' services, and

(b) may make any other order the court considers appropriate.

Commencement of court-ordered liquidation and dissolution

132   A court-ordered liquidation and dissolution of a society commences when both of the orders referred to in sections 130 [court-ordered liquidation and dissolution] and 131 (a) have been made or at a later date and time the court specifies.

Qualifications of liquidator

133   (1) A person who is not qualified under section 64 (2) [appointment and qualifications of receivers] of the Personal Property Security Act to act as a receiver or receiver manager is not qualified to be a liquidator of a society except that, with the consent in writing of all of the members of a society, a person referred to in section 64 (2) (e) of that Act who is licensed as a trustee under the Bankruptcy and Insolvency Act (Canada) is qualified to be a liquidator of the society.

(2) A person who is appointed as a liquidator of a society and who is not, or who ceases to be, qualified under subsection (1) to be a liquidator,

(a) subject to subsection (3), must, in a voluntary liquidation, promptly resign as liquidator, or

(b) must, in a court-ordered liquidation, seek directions from the court.

(3) A person referred to in subsection (2) who is the only liquidator of a society in a voluntary liquidation must, before resigning as liquidator, call and hold a general meeting for the purpose of filling the vacancy and section 138 (1) (a) (ii) [filling vacancy in office of liquidator] applies for that purpose.

Validity of acts of liquidator

134   An act of a liquidator of a society is not invalid merely because of a defect in the liquidator's appointment or qualifications.

Filing and publication of notice of appointment

135   (1) Within 10 days after a liquidator of a society is appointed, the liquidator must file with the registrar

(a) a notice of appointment of liquidator, including the liquidator's delivery address and mailing address, and

(b) concurrently with the notice referred to in paragraph (a), the following, if not already filed with the registrar:

(i) in a voluntary liquidation, a copy of the special resolution authorizing the liquidation and a copy of the ordinary resolution appointing the liquidator;

(ii) in a court-ordered liquidation, a copy of the entered court order referred to in section 130 (1) [court-ordered liquidation and dissolution].

(2) A liquidator of a society must, within 7 days after changing one or both of the liquidator's delivery address and mailing address, file with the registrar a notice of change of address of liquidator.

(3) Promptly after the commencement of liquidation as defined in section 139 [definition of "commencement of liquidation"], the liquidator of a society must publish in the Gazette notice of whichever of the following applies to the society:

(a) the society has resolved to voluntarily liquidate;

(b) the court has ordered that the society be liquidated and dissolved.

Removal of liquidator in voluntary liquidation

136   A liquidator appointed in a voluntary liquidation of a society may be removed as liquidator by a special resolution passed at a general meeting called for that purpose, if written notice of that meeting was sent to

(a) each liquidator of the society, and

(b) each creditor of the society whose unpaid claim against the society exceeds the amount prescribed by regulation.

Liquidator ceasing to act must file notice

137   A liquidator of a society who resigns, is removed from office or, for any other reason, ceases to act must, within 7 days after the resignation, removal or cessation, file with the registrar a notice of ceasing to act as liquidator.

Filling vacancy in office of liquidator

138   (1) If a vacancy in the office of liquidator of a society occurs by resignation, death, removal or otherwise,

(a) in a voluntary liquidation,

(i) if one or more liquidators remain in office, the society may, by ordinary resolution, fill the vacancy, and

(ii) if no liquidators remain in office, the society must, by ordinary resolution, fill the vacancy, and

(b) in a court-ordered liquidation, the court may fill the vacancy on the application of a person referred to in section 130 (1) [court-ordered liquidation and dissolution].

(2) Subject to section 133 (3) [qualifications of liquidator], a voting member or liquidator of the society may call a general meeting for the purpose of passing an ordinary resolution referred to in subsection (1) (a) of this section.

(3) A general meeting that is called under subsection (2) must be called and held in the same manner, as nearly as possible, as a general meeting called and held by the directors.

Definition of "commencement of liquidation"

139   In this Division, "commencement of liquidation" means the date on which the liquidation of a society commences under section 129 [commencement of voluntary liquidation] or 132 [commencement of court-ordered liquidation and dissolution], as the case may be.

Effect of resolution or order for liquidation

140   (1) Subject to subsection (2), the corporate status, corporate powers and capacity of a society in liquidation continue until the society is dissolved.

(2) A society in liquidation must, from the commencement of liquidation, refrain from carrying on its activities and internal affairs except to the extent the liquidator considers necessary or advisable for the liquidation.

(3) On the appointment of the liquidator of a society, the powers of the directors and senior managers cease except so far as the liquidator approves their continuance.

Meeting of creditors

141   (1) The liquidator of a society must, within 14 days after the commencement of liquidation,

(a) send, to each person who appears to the liquidator to be a creditor of the society, a notice that a meeting of the creditors of the society will be held on the date, being at least 21 days but not more than 60 days after the commencement of liquidation, at the time and, if applicable, at the location in British Columbia specified in the notice, and

(b) advertise notice of the meeting

(i) in the Gazette, and

(ii) in a newspaper circulating in the place where

(A) the registered office of the society is located, or

(B) the activities of the society are primarily carried on.

(1.1) If a meeting of the creditors of a society is an electronic meeting, the notices referred to in subsection (1) (a) and (b) must also contain instructions for attending and participating in the meeting by telephone or other communications medium.

(2) The liquidator of the society must present to the meeting of the creditors of the society referred to in subsection (1) a full statement of the affairs of the society, including a list of the creditors of the society and the estimated amount of each of their claims.

Creditor must commence action on claim

142   (1) The liquidator of a society may send to a creditor of the society written notice that a claim of the creditor is disputed or rejected.

(2) If a liquidator sends to a creditor notice under subsection (1) in respect of a claim, the creditor may commence a legal proceeding in respect of the claim within 90 days after the notice is sent, and, if the creditor fails to commence a legal proceeding within that period, the claim of the creditor is forever barred.

Duties of liquidator

143   (1) The liquidator of a society must, subject to any restrictions the court imposes or directions the court gives,

(a) take into the liquidator's custody or control all of the society's property, including, without limitation,

(i) the records the society is required to keep under section 20 [records to be kept], and

(ii) the other records of the society,

(b) provide the access to, and copies of, the records referred to in paragraph (a) (i) that the society is required to provide under sections 24 [inspection of records] to 28 [copies of financial statements],

(c) use the liquidator's own discretion in realizing the property of the society,

(d) distribute the money and other property of the society in accordance with section 124 [distribution of property before dissolution or on liquidation] or 199 [distribution of property before dissolution or on liquidation of member-funded society], as the case may be,

(e) keep proper records of all matters relating to the liquidation, including accounts of the money received and paid out by the liquidator,

(f) keep proper minutes of proceedings at meetings relating to the liquidation, and

(g) ensure that each invoice, business letter and order for goods issued by the liquidator, or on the liquidator's behalf, on which the name of the society appears states that the society is being liquidated.

(2) Section 107 [registrar or court may order access or copies] applies in relation to the records of a society referred to in subsection (1) (b) of this section as if the liquidator were the society.

(3) The liquidator of a society must, until money held by the liquidator is required for distribution,

(a) place the money on deposit in an interest bearing account with a savings institution, or

(b) invest the money in an investment in which a prudent investor would invest,

and any dividends, interest or other income received from those deposits or investments forms part of the property of the society.

(4) If the liquidation of a society continues for more than one year, the liquidator must

(a) call a general meeting at the end of the first year and at the end of each succeeding year after the commencement of liquidation, or as soon after that as is feasible,

(b) present to the general meeting called under paragraph (a) an account of the liquidator's acts and dealings and of the conduct of the liquidation during the preceding year, and

(c) promptly after the date on which the general meeting is held, instead of filing an annual report under section 73 (1) [society must file annual report], file with the registrar a report of the payments received and made by the liquidator during the preceding year.

Powers of liquidator

144   (1) Subject to subsection (2), the liquidator of a society, to the extent necessary or advisable for the liquidation,

(a) has the powers to manage, or supervise the management of, the activities and internal affairs of the society that were, before the appointment of the liquidator, held by the directors of the society, and

(b) may exercise the powers of the society that are not required by this Act to be exercised by the members of the society.

(2) A society that is in a voluntary liquidation may, by ordinary resolution, direct the liquidator to refrain from taking a specified action unless the action is approved

(a) by ordinary resolution, or

(b) in writing by certain members or by a specified number or percentage of members.

(3) A direction under subsection (2) does not relieve a liquidator from the duty to act in accordance with this Act and the regulations.

(4) If several liquidators are appointed, every power given to a liquidator may, except to the extent set out in the appointment, be exercised by any 2 or more liquidators.

Unclaimed or undistributed property

145   (1) In this section:

"administrator" has the same meaning as in section 1 of the Unclaimed Property Act;

"property" has the same meaning as in section 1 of the Unclaimed Property Act.

(2) If the liquidator of a society has or controls unclaimed or undistributed money or property of the society and the money or property remains unclaimed or undistributed for more than 6 months after the date on which it became payable or distributable, as the case may be,

(a) the liquidator must promptly pay the money or deliver the property to the administrator with a statement showing the full names and last known addresses of the persons appearing to be entitled to the money or property and the amounts to which they appear to be respectively entitled, and

(b) the administrator must give the liquidator a receipt, which receipt is an effective discharge to the liquidator.

(3) The administrator may realize property delivered to the administrator under this section and any money received or realized by the administrator under this section is deemed to be an unclaimed money deposit under the Unclaimed Property Act.

Limitations on liability

146   The liquidator of a society is not liable in respect of an act done in the administration of the activities and internal affairs of the society or otherwise done by that person in the person's capacity as liquidator if, in doing the act, the liquidator, reasonably and in good faith, relied on any of the following:

(a) financial statements of the society represented to the liquidator to fairly reflect the financial position of the society

(i) by a director or senior manager of the society responsible for the preparation of the financial statements, or

(ii) in a written report of the auditor of the society;

(b) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person;

(c) a statement of fact represented to the liquidator by a director or senior manager of the society to be correct;

(d) any record, information or representation the court considers provides reasonable grounds for the actions of the liquidator, whether or not

(i) the record was forged, fraudulently made or inaccurate, or

(ii) the information or representation was fraudulently made or inaccurate.

Duty to assist liquidator

147   A person who is or was a member, director or senior manager of a society that is being liquidated or holds or held an equivalent position in a subsidiary of the society, or who is or was an employee, auditor, agent, trustee, banker, receiver or receiver manager of the society or of a subsidiary of the society, must,

(a) on inquiry by the liquidator, fully and truly inform the liquidator, to the best of the person's knowledge and belief,

(i) of all of the society's liabilities and all of its property, including records, and

(ii) how, when, to whom and for what consideration the society disposed of any part of its property, including records, except any part disposed of in the ordinary course of the activities of the society, and

(b) on request of the liquidator, deliver to the liquidator, or as the liquidator directs, all of the society's property, including records, in the person's custody or control.

Powers of court respecting liquidation

148   (1) On the application of a person whom the court considers to be an appropriate person to make the application, the court may, in relation to a society that is being liquidated, make any order it considers appropriate, including any of the following orders:

(a) an order that a general meeting or a meeting of creditors of the society be called, held and conducted in the manner the court considers appropriate;

(b) an order requiring the audit or inspection of those of the records of the liquidator, or in the custody or control of the liquidator, that the court considers appropriate;

(c) an order setting a time within which creditors of the society must prove their claims or be excluded from the benefit of any distribution to be made by the liquidator;

(d) an order providing directions to the liquidator respecting a distribution by the liquidator under section 124 [distribution of property before dissolution or on liquidation] or 199 [distribution of property before dissolution or on liquidation of member-funded society];

(e) in a voluntary liquidation, an order appointing a liquidator if

(i) there is no liquidator acting, and

(ii) it is not feasible to hold a general meeting for the purpose of filling the vacancy;

(f) an order imposing, either generally or in relation to specified matters, restrictions on the exercise of the powers of the liquidator;

(g) an order replacing or removing a liquidator;

(h) on terms and conditions the court considers appropriate, an order discharging a liquidator who has resigned or died or has been removed from office;

(i) an order confirming, reversing or modifying any act or decision of a liquidator;

(j) if it appears to the court that a liquidator has not faithfully performed the liquidator's duties, an order requiring that whatever action the court considers appropriate be taken;

(k) an order that there be an examination into the conduct of a person, if it appears that the person

(i) has misapplied, retained or become liable or accountable for any property of the society, or

(ii) has committed a breach of trust in relation to the society;

(l) an order that a person referred to in paragraph (k) do one or both of the following, whether or not the conduct complained of is conduct for which the person may be liable to prosecution:

(i) repay or restore all or part of the property that the person misapplied or retained, or for which the person is liable or accountable, with interest at the rate the court considers appropriate;

(ii) compensate the society for the conduct complained of;

(m) an order, on the terms and conditions the court considers appropriate, continuing, staying or discontinuing the liquidation;

(n) an order giving directions in relation to any matter arising in the liquidation.

(2) If a court order is made under subsection (1) (m), the liquidator must file with the registrar a copy of the entered court order promptly after the order is made.

Power of court to replace record keeper

148.1   On the application of a person whom the court considers to be an appropriate person to make the application, the court may make an order replacing a record keeper.

Final meeting and dissolution

149   (1) Promptly after the activities and internal affairs of a society are fully wound up, the liquidator of the society must

(a) prepare an account of the liquidation showing

(i) how the liabilities of the society were paid or provided for, and

(ii) how the remaining money and other property of the society were distributed, and

(b) call a final general meeting for the purpose of presenting the account and giving an explanation of the account.

(2) If, within 30 minutes after the time set for holding a final general meeting under subsection (1), a quorum of voting members, as determined under section 82 [quorum], is not in attendance, the liquidator must adjourn the meeting to the same day and time in the next week and, if applicable, at the same location.

(2.1) If the meeting adjourned under subsection (2) was an electronic meeting, the continuation of the adjourned meeting must be held in accordance with the instructions for attending and participating in the initial meeting by telephone or other communications medium that were contained in the notice for the initial meeting.

(2.2) If, at the continuation of the meeting adjourned under subsection (2), a quorum is again not in attendance within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members in attendance constitute a quorum for the purposes of that meeting.

(3) Subject to subsection (4), promptly after the final general meeting, the liquidator must file with the registrar

(a) an application for dissolution, and

(b) concurrently with that application, the following:

(i) a copy of the account prepared under subsection (1) (a);

(ii) in the case of a liquidator appointed by the court, a copy of the entered court order referred to in subsection (4);

(iii) any other records the registrar may require.

(4) A liquidator appointed by the court must not submit for filing an application for dissolution under subsection (3) (a) unless the court, by order made on the application of the liquidator, has approved the dissolution.

(5) In making an order under subsection (4) approving the dissolution of a society, the court may make any other order it considers appropriate, including, without limitation, an order

(a) respecting the custody or control of records referred to in section 152 [retention of society's records by liquidator], and

(b) that the liquidator be discharged effective on the dissolution of the society or at any other time the court orders, and, if the liquidator is discharged under this paragraph, section 151 (3) and (4) [discharge of liquidator by court order] applies.

Dissolution on completion of liquidation

150   (1) A society is dissolved at the beginning of the day on the date that is 90 days after the date of filing of the application for dissolution referred to in section 149 (3) (a).

(2) On the application of the liquidator of a society or by a person referred to in section 130 (1) [court-ordered liquidation and dissolution], the court may make an order deferring the date on which the dissolution of the society is to take effect to a date the court considers appropriate, and, in that event, subject to subsection (3) of this section, the society is dissolved at the beginning of the day on the date specified in the order.

(3) A court order under subsection (2) is not effective unless a copy of the entered court order is filed with the registrar before the society is dissolved under subsection (1).

Discharge of liquidator by court order

151   (1) After a society has been dissolved under section 150, the court may, on the application of a liquidator who has not been discharged by court order under section 149 (5) (b) [final meeting and dissolution], discharge the applicant as liquidator.

(2) An application under subsection (1) must include the account of the liquidation prepared under section 149 (1) (a).

(3) Subject to subsection (4), a court order discharging the liquidator of a society under this section discharges the liquidator from all liability in respect of any act done or default made by the liquidator in the administration of the activities and internal affairs of the society or otherwise done by that person in the person's capacity as liquidator of the society.

(4) A court order discharging the liquidator of a society under this section

(a) does not, except to the extent that the order expressly provides otherwise, relieve the liquidator from an obligation imposed on the liquidator under section 152, and

(b) may be revoked on proof that the court order was obtained by fraud or by suppression or concealment of a material fact.

Retention of society's records by liquidator

152   (1) After a society has been dissolved under section 150 [dissolution on completion of liquidation], a liquidator of the society must

(a) retain custody or control of the society's records for a period of 3 years following the date of the dissolution or until the expiration of any shorter period the court, on the application of the liquidator, may order, and

(b) comply with the provisions of this Act that relate to maintaining, providing access to and providing copies of those records, and, for that purpose, a reference in those provisions to the society is to be read as a reference to the liquidator.

(2) A liquidator must ensure that all of the records the liquidator is required to keep under subsection (1),

(a) in the case of records that are not in electronic form, are kept at an office of the liquidator in British Columbia, and

(b) in the case of records that are in electronic form, are available for inspection at an office of the liquidator in British Columbia by means of a computer terminal or other electronic technology.

Retention of society's records by record keeper

152.1   (1) After a society has been dissolved under section 126 [dissolution by request of society without assets or liabilities], the record keeper of the society must

(a) retain custody or control of the records referred to in section 126.1 [custody of society's records by record keeper] for a period of 3 years following the date of the dissolution or until the expiration of any shorter period the court, on the application of the record keeper, may order, and

(b) take reasonable precautions in keeping the records so as to

(i) keep those records in a complete state,

(ii) avoid loss or destruction of or damage to those records, and

(iii) facilitate simple, reliable and prompt access to those records.

(2) A record keeper must ensure that all of the records referred to in section 126.1,

(a) in the case of records that are not in electronic form, are kept at an office of the record keeper in British Columbia, and

(b) in the case of records that are in electronic form, are available for inspection at an office of the record keeper in British Columbia by means of a computer terminal or other electronic technology.

Duties and powers of record keeper

152.2   (1) On the request of a person who was, at the time of the dissolution of the society, entitled to inspect or obtain a copy of a record under sections 24 [inspection of records] to 28 [copies of financial statements], the record keeper of a society must, on the payment of any applicable fee and to the extent of the person's entitlement, provide the person with access to or, in accordance with subsection (4) of this section, a copy of the record.

(2) The record keeper may charge, for an inspection or a copy of a record, the fee referred to in section 24 (5), 27 (3) or 28 (4), as applicable, as if the record keeper were the society.

(3) The record keeper may impose a reasonable period of notice before which, and reasonable restrictions on the times during which, a person may inspect a record.

(4) The record keeper must provide a copy of a record to the person seeking to obtain the copy

(a) by promptly sending it to the person in the manner, if any, agreed to by the record keeper and the person, or

(b) if there is no agreement under paragraph (a), by promptly making the copy available for pick-up at the office at which the records referred to in section 126.1 [custody of society's records by record keeper] are kept.

(5) Section 107 [registrar or court may order access or copies] applies in relation to the records of a society referred to in section 126.1 as if the record keeper were the society.

Filing of notices by record keeper

152.3   (1) A record keeper who has custody or control of the records referred to in section 126.1 [custody of society's records by record keeper] must file with the registrar a notice of change promptly after any of the following occurs:

(a) there is a change in one or both of the record keeper's delivery address and mailing address;

(b) the court makes an order under section 148.1 [power of court to replace record keeper] to replace the record keeper;

(c) the court makes an order under section 152.1 (1) (a) [retention of society's records by record keeper] to shorten the period for which the record keeper must retain custody or control of the records.

(2) If a court order is made under section 148.1 or 152.1 (1) (a), the record keeper must file with the registrar, concurrently with the notice of change referred to in subsection (1) of this section, a copy of the entered court order.

Registrar's duties after dissolution

153   (1) After a society is dissolved under this Part, the registrar must

(a) issue a certificate of dissolution showing the date and time of the dissolution, and

(b) furnish a copy of the certificate of dissolution to the following, as applicable:

(i) in the case of a society that is dissolved under section 126 [dissolution by request of society without assets or liabilities], the record keeper;

(ii) in any other case, each liquidator of the society.

(2) After a society is dissolved under this Part, the registrar must publish notice of the dissolution.

Effect of dissolution

154   (1) Subject to sections 155 and 157 [liabilities survive], when a society is dissolved under this Part, the society ceases to exist for any purpose.

(2) Despite section 31 (3) [joint tenancy in property] of the Business Corporations Act, if a society is dissolved, any property held, immediately before the dissolution, by the society as a joint tenant

(a) devolves, on the dissolution, on the other joint tenants only if all of the other joint tenants are qualified recipients, and

(b) in any other case, is deemed to be held, immediately before the dissolution, by the society and the other joint tenants, as tenants in common, but the joint tenancy among the other joint tenants, if there is more than one, is not affected.

(3) Subject to subsection (2), if, when a society is dissolved, the society has money or other property that has not been distributed, the property vests in the government unless the property is land located in British Columbia, in which case the property is deemed to escheat to the government under section 4 [escheat of land on dissolution of corporation] of the Escheat Act.

Dissolved societies deemed to continue for litigation purposes

155   (1) Despite the dissolution of a society under this Part,

(a) a legal proceeding commenced by or against the society before its dissolution may be continued as if the society had not been dissolved, and

(b) a legal proceeding may be brought against the society within 2 years after its dissolution as if the society had not been dissolved.

(2) If a society has not provided an address for service in a legal proceeding referred to in subsection (1), records related to the proceeding may be served on the society

(a) by delivering the records to an individual who was a director or senior manager of the society immediately before the society was dissolved, or

(b) in the manner the court orders.

Liability of persons who receive distributions

156   (1) If it appears to the court in a legal proceeding referred to in section 155 (1) that some or all of a society's money or other property was distributed to one or more persons in anticipation of, during or as a result of the society's liquidation or dissolution, the court may, subject to subsections (2) and (4) of this section,

(a) add those persons as parties to the legal proceeding,

(b) determine, for each of those parties, the amount for which that party is liable and the amount that party must contribute towards satisfaction of the plaintiff's claim, and

(c) direct payment of the amounts so determined.

(2) A person is not liable under subsection (1) unless the person is added as a party within 2 years after the date on which the society was dissolved.

(3) If a judgment is obtained in a legal proceeding against a dissolved society before or after its dissolution and it appears that some or all of the society's money or other property was distributed to a person in anticipation of, during or as a result of the society's liquidation or dissolution,

(a) the judgment creditor may, within 2 years after the date on which the society was dissolved, bring a legal proceeding against the person to enforce the liability referred to in paragraph (b), and

(b) the person is liable to the judgment creditor if the court is satisfied that

(i) some or all of the society's money or other property was distributed to the person in anticipation of, during or as a result of the society's liquidation or dissolution,

(ii) the person has had an opportunity to raise any reasonable defences to the judgment creditor's claim against the society that were not considered in a trial or summary trial in the legal proceeding in which judgment against the society was obtained, and

(iii) the amount is justly due and owing by the society to the judgment creditor.

(4) The liability of a person in relation to a distribution referred to in subsection (1) or (3) continues despite the dissolution of the society but is limited to the value that the money or other property received by the person on that distribution had on the date of that distribution.

Liabilities survive

157   Subject to sections 151 (3) [discharge of liquidator by court order] and 156 (2) and (4), the liability of each member, director, senior manager or liquidator of a society that is dissolved continues and may be enforced as if the society had not been dissolved.

Definitions and application of Division to society dissolved under former Act

158   (1) In this Division:

"applicant", in relation to an application under this Division for restoration of a society that has been dissolved, for the extension of a limited restoration or for the conversion of a limited restoration into a full restoration, means,

(a) in the case of an application to the registrar, a related person, and

(b) in the case of an application to the court, a related person or a person whom the court considers to be an appropriate person to make the application;

"full restoration" means a restoration of a society that is not a limited restoration;

"limited restoration" means a restoration of a society that is for a limited period;

"related person", in relation to a society that has been dissolved, means

(a) a person who, at the time of the dissolution, was a member or director of the society, or

(b) a person who is the heir or personal or other legal representative of a person who, at the time of the dissolution, was a member of the society.

(2) This Division applies to a society under the former Act that was dissolved under the former Act as if it were a society that was dissolved under this Act.

Prerequisites to application for restoration, extension or conversion by registrar or court

159   (1) An application under this Division for restoration of a dissolved society, for the extension of a limited restoration or for the conversion of a limited restoration into a full restoration may be

(a) filed with the registrar under section 160 [application to registrar for restoration] or 160.1 [application to registrar to extend or convert limited restoration], as applicable, or

(b) made to the court under section 162 [application to court for restoration] or 162.1 [application to court to extend or convert limited restoration], as applicable.

(2) Before filing or making an application referred to in subsection (1) (a) or (b), a person must

(a) publish in the Gazette notice of the application, and

(b) mail a notice of the application to the last addresses shown in the register of societies as

(i) the address or mailing address, as the case may be, of the registered office of the society, and

(ii) the address of each of the individuals who were the directors of the society at the time of the dissolution.

(c) [Repealed 2021-24-37.]

(3) Before filing or making an application for restoration referred to in subsection (1) (a) or (b), a person must reserve a name under section 9 [name].

Application to registrar for restoration

160   (1) To apply to the registrar for the restoration of a society, an applicant must file with the registrar

(a) a restoration application, and

(b) any other records the registrar may require.

(2) A restoration application referred to in subsection (1) (a) must contain the following information:

(a) the date on which the notice required under section 159 (2) (a) was published in the Gazette;

(b) the latest date on which a notice required under section 159 (2) (b) was mailed in accordance with that provision;

(c) the name reserved under section 9 [name] for the society and the reservation number given for that name;

(d) the delivery address and mailing address of the registered office proposed for the society;

(e) if the application is for a limited restoration, a statement specifying the proposed limited period of the restoration.

(3) In respect of applications to the registrar under this section for limited restorations, the registrar may establish the maximum period of restoration that may be specified in a statement referred to in subsection (2) (e).

(4) If a society was dissolved before the coming into force of this section, a restoration application in respect of the dissolved society may not be submitted for filing with the registrar more than 10 years after the date of the dissolution.

Application to registrar to extend or convert limited restoration

160.1   (1) If a restoration under section 161 (1) [restoration, extension or conversion by registrar] is a limited restoration, the applicant who filed the restoration application may, within the limited period of restoration and subject to this section, apply to the registrar to extend the limited restoration or convert the limited restoration into a full restoration.

(2) To apply to the registrar for an extension or conversion of a limited restoration, the applicant must file with the registrar

(a) an application to extend or convert the limited restoration, and

(b) any other records the registrar may require.

(3) An application referred to in subsection (2) (a) must contain the following information:

(a) the information described in section 160 (2) (a), (b) and (d) [application to registrar for restoration];

(b) if the application is for an extension of a limited restoration, a statement specifying the proposed new limited period of restoration.

(4) In respect of applications to the registrar under this section for extensions of limited restorations, the registrar may establish the maximum period of restoration that may be specified in a statement referred to in subsection (3) (b).

Restoration, extension or conversion by registrar

161   (1) Subject to subsections (2) and (3), as applicable, and unless the court orders otherwise in an entered court order, a copy of which has been filed with the registrar, after the application is filed with the registrar under section 160 [application to registrar for restoration] or section 160.1 [application to registrar to extend or convert limited restoration], the registrar, on any terms and conditions the registrar considers appropriate,

(a) must, in the case of an application for restoration under section 160, restore the society or restore the society for the limited period set out in the application, as the case may be, and

(b) may, in the case of an application under section 160.1, extend the limited restoration to a later date that the registrar considers appropriate or convert the limited restoration into a full restoration.

(2) Subject to subsection (2.1), the registrar may not, under subsection (1), restore a society or convert a limited restoration of a society until 21 days after the later of

(a) the date shown in the application as the date on which notice of the application was published in the Gazette in accordance with section 159 (2) (a) [prerequisites to application for restoration, extension or conversion by registrar or court], and

(b) the date shown in the application as the latest date on which a notice of the application was mailed in accordance with section 159 (2) (b).

(2.1) Subsection (2) does not apply to the restoration of a society if

(a) the society was dissolved under section 214 [involuntary dissolution by registrar] for one or more of the reasons set out in section 214 (1) (a) to (d), and for no other reason under that section, and

(b) the application for restoration is filed no later than one year after the date of dissolution.

(3) The registrar may not restore a society under subsection (1) unless the reservation of a name under section 9 [name] for the society remains in effect on the date of the restoration.

(4) Subject to section 165 [corporate property to be returned to restored society], a restoration, extension or conversion under subsection (1) of this section is without prejudice to the rights acquired by persons before the restoration, extension or conversion, as the case may be.

Application to court for restoration

162   (1) Before making an application to the court under this section for the restoration of a society, an applicant must

(a) provide to the registrar notice of the application and a copy of any record proposed to be filed in the court registry in support of the application, and

(b) obtain the registrar's written consent to the restoration.

(2) An applicant may apply to the court for the restoration of a society and must, on making an application, provide to the court

(a) the information described in section 160 (2) (a) to (e) [application to registrar for restoration],

(b) the registrar's written consent to the restoration, including any terms and conditions the registrar considers appropriate, and

(c) any other information and records the court requires.

(3) If, on an application under subsection (2), the court is satisfied that it is appropriate to restore the society, the court may make an order that the society be restored and, in that order, may

(a) set out any terms and conditions the court considers appropriate, and

(b) give directions and make provisions the court considers appropriate for placing the society and every other person in the same position, as nearly as may be, as if the society had not been dissolved.

(4) Subject to section 165 [corporate property to be returned to restored society], unless the court orders otherwise, an order under subsection (3) of this section is without prejudice to the rights acquired by persons before the restoration.

(5) A court order under subsection (3) must reflect any terms and conditions referred to in subsection (2) (b).

Application to court to extend or convert limited restoration

162.1   (1) If a restoration under section 161 (1) [restoration, extension or conversion by registrar] or 163 (2) [filing of restoration application with registrar in court-ordered restoration] is a limited restoration, the applicant who filed the restoration application may, within the limited period of restoration and subject to this section, apply to the court to extend the limited restoration or convert the limited restoration into a full restoration.

(2) Before making an application to the court under this section for the extension or conversion of a limited restoration, an applicant must

(a) provide to the registrar notice of the application and a copy of any record proposed to be filed in the court registry in support of the application, and

(b) obtain the registrar's written consent to the extension or conversion.

(3) On making an application to the court under this section, the applicant must provide to the court

(a) the information described in section 160 (2) (a), (b) and (d) [application to registrar for registration],

(b) if the application is for an extension of a limited restoration, a statement specifying the proposed new limited period of restoration,

(c) the registrar's written consent to the extension or conversion, including any terms and conditions the registrar considers appropriate, and

(d) any other information and records the court requires.

(4) If, on an application under subsection (1), the court is satisfied that it is appropriate to extend or convert the limited restoration of a society, the court may make an order that the limited restoration be extended or converted into a full restoration, as the case may be, and, in that order, may

(a) set out any terms and conditions the court considers appropriate, and

(b) give directions and make provisions the court considers appropriate for placing the society and every other person in the same position, as nearly as may be, as if the society had not been dissolved.

(5) Subject to section 165 [corporate property to be returned to restored society], unless the court orders otherwise, an order under subsection (4) of this section is without prejudice to the rights acquired by persons before the extension or conversion, as the case may be.

(6) A court order under subsection (4) must reflect any terms and conditions referred to in subsection (3) (c).

Filing of application in court-ordered restoration, extension or conversion

163   (1) Promptly after a court order is made under section 162 (3) [application to court for restoration] or 162.1 (4) [application to court to extend or convert limited restoration], the applicant must file with the registrar

(a) an application that complies with section 160 (2) [application to registrar for restoration] or 160.1 (3) [application to registrar to extend or convert limited restoration], as applicable, and