Is my church an Incorporated Society with a Charity status or an Unincorporated Organization with a Charity status?

Transcription

1 Incorporated or Not Is my church an Incorporated Society with a Charity status or an Unincorporated Organization with a Charity status? First, please note that being a registered Charity with CRA is completely different than being a Society with BC Societies. If your church is Incorporated with the BC Societies, you would have recently received notification from BC Registries to Transition (change) your current Constitution and Bylaws to a new format. Further to this, each year following your year-end, you as an Incorporated society would receive a blue letter from BC Registries indicating you must complete an Annual Report with BC Registries updating your Board members and indicating whether you had their AGM or not. The fee for this would be between $25 and $50 each year, depending on the type of Society. Pros and Cons of being an Incorporated Society Your church does not need to become an Incorporated Society, if it is affiliated with PAOC. Less than 50% of PAOC churches in the BC/Yukon District are Incorporated. If your church would be an Incorporated Society, it would be able to borrow money from a financial institution, hold its own property (either in Trust or not), and in the case of some insurance companies would be able to insure a church vehicle. In addition, an Incorporated Society has a legal backstop, where in the event of a lawsuit the church and potentially the pastor and the directors might be named. However, historically with PAOC, rarely have individuals been named in a church lawsuit and we liability has not been witnessed to go past the church insurance policy to individuals. If your church would be an Unincorporated Organization, it would be able to borrow money only from the PAOC or BCYD, hold its property only in Trust with the PAOC, and be able to insure a church vehicle with select insurance companies. In addition, an Unincorporated Organization does not have a legal backstop, where in the event of a lawsuit the church and potentially the pastor, the directors, and church members might be named. However, historically with PAOC, rarely have individuals been named in a church lawsuit and we liability has not been witnessed to go past the church insurance policy to individuals. Transitioning your Incorporated Constitution and Registering your Incorporated Bylaws There is no panic to make this transition immediately, as you have until November 28, 2018 to do so. Yet keep in mind, until the transition is made, you must abide by all the new Societies Act requirements (even if your current Constitution and Bylaws doesn t comply yet), and you will still need to submit your annual reports (up to 30 days following your AGM) to BC Registries even if you have not transitioned. 1

2 Before moving forward, you must confirm that your current Constitution (not your Bylaws, since BC Societies are not concerned about your Bylaws), is exactly the same as the last version that you registered with BC Registries. If not, your transition will be rejected by BC Registries. If you are not sure, simply contact BC Societies and order a copy ($40) of your last version registered. If your Members voted on any amendments after the last registered version, they will NOT have to vote to amend those again. In this case you would simply make a copy of your Constitution and Bylaws with the revisions already made and present (post and either or have available) that copy to your Members two weeks before the duly called meeting at which you will vote. Choosing the correct Incorporated Constitution and Bylaws Please note that the Constitution and Bylaws are actually different documents. The Constitution now will be your name and the list of purposes of your church (which is Member approved). The Bylaws will be all the official regulations of church life and business (which is Member approved). A further document could be a Policy manual (which is only Board approved, and not found here though). The Constitution All churches that are incorporated or are applying to be incorporated will use the same Constitution (see appropriate link found in BCYD website). The Bylaws You will need to determine the governing model of your church, either Elected Board or Pastors Council before choosing your Bylaws (see appropriate link found in BCYD website). You will also need to determine if you are already an Incorporated Society and simply Transitioning, or if you are applying to be an Incorporated Society (see appropriate link found in BCYD website). Contextualizing or Not-Contextualizing the Incorporated Constitution and Bylaws Most churches will use both the Constitution and Bylaw simply As-Is where they will not require making any Contextualizing changes. Using As-Is If you would like to use the applicable Bylaw template exactly As-Is ; 1. Inform the District Secretary Treasurer by that you will use the template As-Is ; 2. Call for a Members Business Meeting, following a reply from the DST and by announcing a meeting (where the Members will amend the Constitution and Bylaws) during every public service or meeting for 2 weeks prior (also known as a duly called meeting). Post the proposed 2017 Constitution and Bylaws and a copy of your current Constitution and Bylaws for all Members to see. Also, distribute or simply make it available by or print. 2

3 Post the Special Resolutions to Amend the Constitution (registered with BC Registries), where you will need a separate resolution to amend each Unalterable Article found in your Constitution currently registered with BC Society (not found in your Bylaws). Also, distribute or simply make it available by or print. o Most churches only have two (2) Unalterable Articles, being NOT FOR PROFIT and DISSOLUTION Articles, where the phrase This Article is unalterable would follow the Article. You must post and vote on each unalterable article separately. o Take note, in order to continue as a Society, your Members will not have an option regarding these votes. o These Resolutions are found on the BCYD website (see appropriate link found in BCYD website), where you would simply insert your church name and the first Unalterable Article and numbering, then separately post and vote on it as written. You would do this for each Unalterable Article being moved to the Bylaws. o These Resolutions would then be used in the BC Registries Transition process. Post the Special Resolution to Amend the Bylaws (registered with BC Registries) required for Amending the Bylaws (not found in your Bylaws). Also, distribute or simply make it available by or print. o Your Members will cast one vote to amend the entire document of Bylaws (also known as an omnibus vote). o Take note, in order to continue as a Society, your Members will not have an option regarding this vote. o This Resolution is found on the BCYD website (see appropriate link found in BCYD website), where you would simply insert your church name, then post and specifically vote on it as written. o This Resolution would then be used in the BC Registries Transition process. Post the Special Resolutions to Amend the Specific Differences between your current Bylaws and the new 2017 Bylaws, along with all other differences. Also, distribute or simply make it available by or print. o These specific differences, literally will have to only be the Bylaws that are significantly different in context, wording, or intent or that are completely new Bylaws, as it would take hours and days for you to vote on every grammatical or word structure difference. Ultimately, the Trust Factor will need to occur. But, if you have posted and distributed (if they request) both (Constitution and Bylaws) new documents and both old document two weeks before, then each Member would have the opportunity to confirm further before voting. o This Resolutions would NOT be used in the BC Registries Transition process, but simply would be minuted in the Members minutes whether the Members approved or not of all or any of these changes in their Bylaws. o If there are any changes approved at Members meeting from the previously District Approved documents, it would need to be minuted as subject to District Approval. Upon receiving District approval the transition process could continue. If District Approval is not met, then another Business Meeting would have to be called to vote on the outcome. 3

4 Contextualizing If you would like to Contextualize the applicable Bylaw template; 1. Obtain District Approval of any changes to the template, by ing a word document copy of the template with all proposed changes embedded in it (use red font to assist the approval process speed). 2. Call for a Members Business Meeting, following a reply from the DST and announced during every public service or meeting for 2 weeks prior (also known as a duly called meeting). Post the proposed 2017 Constitution and Bylaws and a copy of your current Constitution and Bylaws for all Members to see. Also, distribute or simply make it available by or print. Post the Special Resolutions to Amend the Constitution, realizing you will need a separate resolution to amend each Unalterable Article found in your currently BC Society registered Constitution (not found in your Bylaws). Also, distribute or simply make it available by or print. o Most churches only have two (2) Unalterable Articles, being NOT FOR PROFIT and DISSOLUTION Articles, where the phrase This Article is unalterable would follow the Article. You must post and vote on each unalterable article individually. o Take note, in order to continue as a Society, your Members will not have an option regarding this vote(s). o This Resolution is found on the BCYD website (see appropriate link found in BCYD website), where you would simply insert your church name and the first Unalterable Article, then post and specifically vote on it as written. You would do this for and individually vote on each Unalterable Article as being moved to the Bylaws. o These Resolutions would then be used in the BC Registries Transition process. Post the Special Resolution to Amend the Bylaws required for Amending the Bylaws (not found in your Bylaws). Also, distribute or simply make it available by or print. o Your Members will cast one vote to amend the entire document of Bylaws (also known as an omnibus vote). o Take note, in order to continue as a Society, your Members will not have an option regarding this vote. o This Resolution is found on the BCYD website (see appropriate link found in BCYD website), where you would simply insert your church name, then post and specifically vote on it as written. o This Resolution would then be used in the BC Registries Transition process. Post the Special Resolutions to Amend the Significant Differences between your current Bylaws and the new 2017 Bylaws. Also, distribute or simply make it available by or print. 4

5 o o These significant differences, literally will have to only be the Bylaws that are significantly different than as worded or included in your current Bylaws, as it would take days for you to vote word by word on every grammatical or word structure difference. Simply, the Trust Factor will need to take place. But, if you have posted and distributed (if they request) the entire new document and entire old document two weeks before, then each Member would have the opportunity to confirm further before voting. This Resolutions would NOT be used in the BC Registries Transition process, but simply would be minuted in the AGM minutes whether the Members approved or not of all the changes to their Bylaws. Registering the Incorporated Constitution and Bylaws You will need to register your 2017 Constitution and Bylaws with BC Registries and then also with CRA. Registering with BC Registries To Register your 2017 Constitution and Bylaws with BC Registries, you will need to use the Resolution forms provided (see appropriate link found in BCYD website). Then you will need to use the Key that was mailed to you from BC Registries. If you do not have the Key, you will need to call BC Registries and they will one to you. Then you will follow the instructions on their website. Registering with CRA To Register your 2017 Constitution and Bylaws with the Canada Revenue Agency Charities Directorate, you will need to go online to CRA ( go to Charities (top menu), and go to Changing Charity Documents (left column) and follow the instructions. 5