1. Societies Act White Paper SEPTEMBER 24, 2014 PRESENTED BY: JUDE CRASTA, AVP EXTERNAL PREPARED BY: PIERRE CENERELLI, UNIV. & GOV. RELATIONS ADVISOR

2. Society Act Review: Background  The Society Act is the provincial law governing the creation and basic governance of societies in British Columbia  No significant changes since 1977  2009: Ministry of Finance launches Society Act review with a letter to stakeholders seeking general input  2011: A Discussion Paper invited public comment on specific reform proposals

3. White Paper: Basic Objectives  Government’s basic objectives:  Maintain basic framework of current Society Act  Add new rules and procedures from corporate legislation  Enhance flexibility of societies, through increased governance options (including proxy voting) and removing restrictions on directors’ authority  All of these questions can now be dealt with as needed in the bylaws

4. “Member funded” societies  One fundamental policy change: Creation of “member funded” societies category  Charities or societies relying on public donations or funding cannot obtain this status  White Paper states that student societies cannot become “member funded” societies (presumably because student fees are not optional)  This change should have a limited impact on the AMS, since we meet or exceed most of the requirements set out in the proposed Act

5. Other major changes  Majority of directors cannot be employed by or under contract to the society  Remuneration paid to directors and highest paid employees and contractors made public  Clarifying record-keeping and access to records  Setting out default governance provisions

6. Other major changes (continued)  Rationalizing distribution rules to prevent assets from being improperly disbursed and clarifying directors’ liability for improper payments  Providing greater legal protections for directors, including court-ordered relief in legal proceedings and a defence for reasonable reliance on expert reports  Clarifying that bylaw authorization is needed if directors are to be paid for their services

7. Other major changes (concluded)  Requiring disclosure of loans or other financial assistance  Streamlining society constitutions and allowing unalterable provisions only in bylaws, which can be altered by special resolution  Creates a mandatory online filing system for incorporation, bylaw changes and other filings at the corporate registry

8. AMS: Potential issues  Potential issues for the AMS are analyzed in greater length in a table prepared by the University and Government Relations Advisor  Will integrate comments from permanent and student support staff  Will be distributed to Council members by the end of the week and will be used to formulate official response to the government

9. Questions?