Returns
24 Registered
office
25 Annual
general meeting
26 Annual
report
27 Officers
and directors
28 Filing
special resolution
29 Verification
of notice, etc.
30 Furnishing
copy of bylaws
Branch Societies
31 Branch
societies
Amalgamation
32 Amalgamation
Dissolution
33 Dissolution
34 Surrender
of certificate of incorporation
35 Winding
up
36 Register
of members, etc.
36.1 Use of register
General
37 General
penalty
38 Change
of name
39 Regulations
HER MAJESTY, by and with
the advice and consent of the Legislative Assembly of Alberta, enacts as
follows:
Definitions
1 In this Act,
(a) “director”
means any person occupying the position of director by whatever name called;
(b) “Registrar”
means Registrar as defined in the Business
Corporations Act;
(c) “society”
means a society incorporated under this Act;
(d) “special
resolution” means
(i) a resolution passed
(A) at a general meeting of which not less than
21 days’ notice specifying the intention to propose the resolution has been
duly given, and
(B) by the vote of not less than 75% of those
members who, if entitled to do so, vote in person or by proxy,
(ii) a resolution proposed and passed as a special resolution at a
general meeting of which less than 21 days’ notice has been given, if all the
members entitled to attend and vote at the general meeting so agree, or
(iii) a resolution consented to in writing by all
the members who would have been entitled at a general meeting to vote on the
resolution in person or, where proxies are permitted, by proxy.
RSA 1980 cS‑18
s1;1981 cB‑15 s284(28)
Application to existing
societies
2(1) Any benevolent society incorporated under An Ordinance respecting Benevolent and other
Societies, CONWT 1898 c66, or under The
Benevolent Societies Act, RSA 1922 c159, and also any corporation
incorporated under The Mechanics’ and
Literary Institutes Act, SA 1908 c16 and RSA 1922 c163, are deemed to be a
society incorporated under this Act.
(2) The bylaws or the statutory provisions in the
nature of bylaws by which a society referred to in subsection (1) is governed
shall, so far as they are not contrary to an expressed provision of this Act,
continue in force until altered or rescinded.
RSA 1980 cS‑18 s2
Incorporation
Incorporation
3(1) Five or more persons may become incorporated
under this Act for any benevolent, philanthropic, charitable, provident,
scientific, artistic, literary, social, educational, agricultural, sporting or
other useful purpose, but not for the purpose of carrying on a trade or
business.
(2) If an Act other than the Companies Act provides for the incorporation of persons for a special
purpose, no society shall be incorporated for that purpose under this Act.
RSA 1980 cS‑18 s3
Shares, etc.
4(1) No society shall have a capital divided into
shares or declare any dividend or distribute its property among its members
during the existence of the society.
(2) The
interest of a member in a society is not transferable.
(3) This
section does not apply to a benevolent society incorporated before April 12,
1924,
(a) under
An Ordinance respecting Benevolent and
other Societies, CONWT 1898 c66, or
(c) under The
Benevolent Societies Act, RSA 1922 c159.
RSA 1980 cS‑18 s4
Reservation of name
5 If requested to do so by the
incorporators of a society, or by a society, the Registrar shall assign to the
society as its name a designated number determined by the Registrar.
1981 c38 s2;1984 c12 s7
Name of society
6(1) Subject to the circumstances and conditions
prescribed by the regulations, a society shall not have a name
(a) that
is prohibited by the regulations or contains a word or expression prohibited by
the regulations,
(b) that
is identical to the name of
(i) a body corporate incorporated under the laws of Alberta, whether
in existence or not,
(ii) an extra‑provincial corporation registered in Alberta, or
(iii) a corporation incorporated by or under an Act of the Parliament
of Canada,
(c) that
is, in the opinion of the Registrar, similar to the name of
(i) a body corporate incorporated under the laws of Alberta,
(ii) an extra‑provincial corporation registered in Alberta, or
(iii) a corporation incorporated by or under an Act of the Parliament
of Canada
if the use of that name is
confusing or misleading, or
(d) that
does not meet the requirements prescribed by the regulations.
(2) If,
(a) through
inadvertence or otherwise, a society comes into existence with or acquires a
name that contravenes subsection (1), or
(b) the
Registrar disapproves a society’s name after it is acquired by the society,
the Registrar may, by
notice in writing, giving the Registrar’s reasons, direct the society to change
its name to a new name that the Registrar approves.
(3) The
Registrar may give a notice under subsection (2) on the Registrar’s own
initiative or at the request of a person who feels aggrieved by the name that
contravenes subsection (1).
(4) If
a society
(a) is
directed to change its name under subsection (2), and
(b) does
not appeal the direction of the Registrar within 60 days after the date of the
notice,
the Registrar may
revoke the name of the society and assign to it as its name a designated
number, and until changed in accordance with this Act and the regulations the
name of the society is the designated number so assigned.
(5) If an application is made to restore a society
under this Act and, between the date of dissolution of the society and the date
of its restoration, another society has come into existence with or has
acquired a name that is likely to be confused with the name of the society to
be restored, the Registrar may require, as a condition of the restoration, that
the restored society does not pursue its original purposes, or, if it seeks to
do so, that it change its name to a name approved by the Registrar or to a
designated number, immediately after it is restored.
1981 c38 s2;1984 c12 s7
Revocation of name
7 When a society has had its name revoked and a
name assigned to it under section 6(4), the Registrar shall issue a certificate
of amendment showing the new name of the society and, on and after the date
shown on the certificate of amendment, the application and bylaws of the
society are deemed to be amended to refer to the new name shown in the
certificate of amendment.
1981 c38 s2
Application to change
Registrar’s decision
8(1) A person who feels aggrieved by a decision of
the Registrar to assign a name under section 5, or to approve a name or to
change, revoke, disapprove or assign a name under section 6 may apply to the
Court of Queen’s Bench, on at least 7 days’ notice to the Registrar and any
other persons that the Court directs, for an order requiring the Registrar to
change that decision, and on the application the Court may so order and make
any further order it thinks fit.
(2) Within 10 days after the entry of an order of
the Court of Queen’s Bench made under subsection (1), the person who obtained
the order shall file with the Registrar a copy of that order certified by the
clerk of the court.
1981 c38 s2;1984 c12 s7
Application for
incorporation
9(1) Persons desiring to become incorporated under
this Act shall make and subscribe an application for incorporation in the
prescribed form, and also bylaws agreed on by them for the government of the
society, and shall transmit the application and bylaws together with documents
relating to corporate names that are prescribed by the regulations and an incorporation
fee as set by the regulations, to the Registrar.
(2) The
application shall set out
(a) the
intended corporate name of the society, and
(b) the
purpose or purposes for which incorporation is desired.
(3) The
application shall be accompanied with any information respecting the
subscribers to the application that may be required by the regulations under
the Agricultural and Recreational Land
Ownership Act and section 35 of the Citizenship
Act (Canada) in the form and manner prescribed by those regulations.
(4) The
bylaws that accompany the application shall contain provisions for all the
following matters:
(a) terms
of admission of members and their rights and obligations;
(b) the
conditions of withdrawal of members and the manner, if any, in which a member
may be expelled;
(c) the
mode and time of calling general and special meetings of the society and number
constituting a quorum at any of those meetings and rights of voting;
(d) the
appointment and removal of directors and officers and their duties, powers and
remuneration;
(e) the
exercise of borrowing powers;
(f) the
audit of accounts;
(g) the
custody and use of the seal of the society;
(h) the
manner of making, altering and rescinding bylaws;
(i) the
preparation and custody of minutes of proceedings of meetings of the society
and of the directors, and other books and records of the society;
(j) the time and place, if any, at which the
books and records of the society may be inspected by members.
RSA 1980 cS‑18
s5;1984 c12 s7;1994 c23 s50
Discretion of Registrar
10(1) Subject to the right of appeal given under
subsection (3), the Registrar is the sole judge as to whether the purposes
mentioned in the application for incorporation, or any of them, are purposes
for which the society may be incorporated under this Act.
(2) The
Registrar may direct that any of the purposes mentioned in the application, or
any of the bylaws accompanying the application, be struck out or be modified in
accordance with the directions given by the Registrar.
(3) An appeal may be taken to the Lieutenant
Governor in Council from a decision given by the Registrar under this section
within 30 days after the date of the decision.
RSA 1980 cS‑18 s6
Refusal of incorporation
11 The Registrar may refuse incorporation for any
reason that appears to the Registrar to be sufficient.
RSA 1980 cS‑18 s7
Incorporation
certificate
12 The Registrar, on receipt of the application and
the bylaws and in compliance with the directions, if any, given by the
Registrar with respect to them,
(a) may
issue under the Registrar’s seal of office a certificate that the society is
incorporated, and
(b) shall, at the expense of the applicants,
publish a notice of the incorporation in The Alberta Gazette or the Registrar’s
periodical published under the Business
Corporations Act.
RSA 1980 cS‑18
s8;1983 c22 s6
Certificate as evidence
of regularity
13 A certificate of incorporation issued by the
Registrar in respect of a society is conclusive proof
(a) that
the requirements of this Act in respect of incorporation have been complied
with, and
(b) that the society is incorporated in
accordance with this Act.
RSA 1980 cS‑18 s9
Effect of certificate
14 From the date of the certificate of
incorporation, the subscribers to the application and the other persons that
from time to time become members of the society are a corporation and have all
the powers, rights and immunities vested by law in a corporation.
RSA 1980 cS‑18 s10
Rescission, etc. of
bylaws
15(1) The bylaws of a society shall not be rescinded,
altered or added to except by special resolution of the society.
(2) No
rescission or alteration of or addition to a bylaw has effect until it has been
registered by the Registrar.
(3) If the Registrar is of the opinion that a bylaw
is not in accordance with the application for incorporation or that it contains
anything contrary to law, the Registrar shall refuse to register it.
RSA 1980 cS‑18 s11
Alteration of objects
16(1) A society may, by special resolution, alter its
objects
(a) to
include some object or objects that may conveniently or advantageously be
combined with the existing objects of the society, or
(b) to
restrict or abandon an object specified in its application,
but the resolution
does not take effect until the Registrar has approved and registered it.
(2) A notice of the alteration of objects shall be
published, at the expense of the society, in The Alberta Gazette or the
Registrar’s periodical published under the Business
Corporations Act.
RSA 1980 cS‑18
s12;1983 c22 s6
Powers of society
17(1) A society may acquire and take by purchase,
donation, devise or otherwise all kinds of real estate and personal property,
and may sell, exchange, mortgage, lease, let, improve and develop it, and may
erect and maintain any necessary buildings.
(2) The funds and property of the society shall be
used and dealt with for its legitimate objects only and in accordance with its
bylaws.
RSA 1980 cS‑18 s13
Borrowing powers
18(1) For the purpose of carrying out its objects, a
society may borrow or raise or secure the payment of money in any manner it
thinks fit, and in particular by the issue of debentures.
(2) The power of a society under subsection (1)
shall be exercised only under the authority of the bylaws of the society and in
no case shall debentures be issued without the sanction of a special resolution
of the society.
RSA 1980 cS‑18 s14
Negotiable instruments
19 For the purpose of carrying out its objects, a
society may, subject to its bylaws, draw, make, accept, endorse, discount,
execute and issue promissory notes, bills of exchange and other negotiable or
transferable instruments.
RSA 1980 cS‑18 s15
Members
Minors
20 A person under the age of 18 years who is
elected or admitted as a member of a society or appointed to an office in it is
liable to the payment of fees and otherwise liable under the rules of the
society as if the person were an adult.
RSA 1980 cS‑18 s16
Limitation of liability
of members
21 No member of a society is, in the member’s
individual capacity, liable for a debt or liability of the society.
RSA 1980 cS‑18 s17
Arbitration
22(1) The bylaws of a society may provide that a
dispute arising out of the affairs of the society and between any members of
the society or between
(a) a
member or a person who is aggrieved and who has for not more than 6 months
ceased to be a member, or
(b) a
person claiming through the member or aggrieved person or claiming under the
bylaws of the society,
and the society or a
director or officer of the society, shall be decided by arbitration, which
shall be under the Arbitration Act
unless the bylaws prescribe some other method.
(2) A decision made pursuant to an arbitration is
binding on all parties and may be enforced on application to the Court of
Queen’s Bench, and unless the bylaws otherwise provide there is no appeal from
it.
RSA 1980 cS‑18 s18
Fines
23(1) A society may by its bylaws impose a penalty of
not more than $5 on a member contravening a bylaw of the society.
(2) A penalty may be recovered as a debt due from
the member of the society, and all penalties so recovered belong to the
society.
RSA 1980 cS‑18 s19
Returns
Registered office
24(1) Every society shall have a registered office in
Alberta to which all communications and notices may be sent and at which all
process may be served.
(2) Notice
of the location of the registered office of a society, giving the postal
address, shall be filed with the Registrar
(a) with
the application for incorporation, and
(b) within 15 days after a change in the
location of the registered office.
RSA 1980 cS‑18 s20
Annual general meeting
25 A society shall hold an annual general meeting
in Alberta and shall present at that meeting a financial statement setting out
its income, disbursements, assets and liabilities, audited and signed by the
society’s auditor.
RSA 1980 cS‑18 s21
Annual report
26(1) In this section, “anniversary month” means the
month in each year that is the same as the month in which the certificate of
incorporation of the society was issued.
(2) A
society shall each year, on or before the last day of the month immediately
following its anniversary month, make a return to the Registrar containing
(a) the
address of the registered office of the society,
(b) the
full name, address and occupation of each officer and director of the society,
(c) any
information respecting the members of the society that may be required by
regulations under the Agricultural and
Recreational Land Ownership Act and section 35 of the Citizenship Act (Canada) in the form and manner prescribed by those
regulations, and
(d) the
audited financial statement presented at the last annual general meeting of the
society.
(3) Notwithstanding
anything in this section, where there is a change
(a) in
the membership of the officers or directors of a society, or
(b) in
the name, address or occupation of an officer or director of a society,
the society shall, within 30 days from the day that the
change occurs, give notice to the Registrar in a form acceptable to the
Registrar setting out the change.
RSA 1980 cS‑18
s22;1994 c23 s50;1996 c32 s7
Officers and directors
27 A society shall, on request of the Registrar,
furnish the Registrar with particulars of its officers and directors.
RSA 1980 cS‑18 s23
Filing special
resolution
28 A society shall file with the Registrar every
special resolution passed for any purpose mentioned in this Act.
RSA 1980 cS‑18 s24
Verification of notice,
etc.
29 Every notice, return or resolution required to
be filed with the Registrar shall be dated and verified by a person having
knowledge of the affairs of, and who is authorized by, the society on whose
behalf the notice, return or resolution is made.
RSA 1980 cS‑18 s25
Furnishing copy of
bylaws
30 A society shall furnish to a member, at the
member’s request and on payment of a sum not exceeding $0.50, a copy of its
application for incorporation and bylaws.
RSA 1980 cS‑18 s26
Branch Societies
Branch societies
31(1) A society may establish and maintain one or
more branch societies.
(2) A
branch society shall have the powers, not exceeding the powers of the society,
that the society may from time to time confer.
(3) When
a society establishes a branch society, it shall send immediately to the
Registrar a notice setting out
(a) the
date on which the branch society was authorized,
(b) the
title, locality and powers of the society, and
(c) any
other information the Registrar requires,
and the society shall likewise notify the Registrar when a
branch ceases to exist.
RSA 1980 cS‑18 s27
Amalgamation
Amalgamation
32(1) Two or more societies may amalgamate and
continue as one society.
(2) Each
society proposing to amalgamate shall enter into an amalgamation agreement
setting out the terms and means of effecting the amalgamation and, in
particular, setting out
(a) the
name of the amalgamated society;
(b) the
objects of the amalgamated society;
(c) the
name and address of each proposed director of the amalgamated society;
(d) whether
the bylaws of the amalgamated society are to be those of one of the amalgamating
societies and, if not, a copy of the proposed bylaws of the amalgamated
society;
(e) any
other matters that may be necessary to effect the amalgamation and to provide
for the subsequent management and working of the amalgamated society.
(3) The
directors of each amalgamating society shall submit the amalgamation agreement
to the members of the society for adoption by special resolution.
(4) After
an amalgamation has been adopted under subsection (3), an application for
amalgamation in the prescribed form must be filed with the Registrar together
with the following:
(a) a
copy of the special resolution of each amalgamating society adopting the
amalgamation agreement, certified to be a true copy by the president and
secretary of the society;
(b) the
amalgamation agreement;
(c) if
the name of the amalgamated society is not the same as that of one of the
amalgamating societies, documents relating to the name of a society as
prescribed by the regulations;
(d) any
other information required by the Registrar.
(5) On
receipt of the documents and the prescribed fee, the Registrar may issue a
certificate of amalgamation in the prescribed form.
(6) On
the date shown in a certificate of amalgamation,
(a) the
amalgamating societies are amalgamated and are continued as one society;
(b) the
property of each amalgamating society continues to be the property of the
amalgamated society;
(c) the
amalgamated society continues to be liable for all debts and obligations of
each amalgamating society;
(d) a
civil, criminal or administrative action or proceeding pending by or against an
amalgamating society may be continued to be prosecuted by or against the
amalgamated society;
(e) a
conviction against, or a ruling, order or judgment in favour of or against, an
amalgamating society may be enforced by or against the amalgamated society;
(f) the certificate of amalgamation is deemed to
be the certificate of incorporation of the amalgamated society.
1998 c23 s22
Dissolution
Dissolution
33(1) In this section, “society” includes a society
or club that is incorporated by a private Act of the Legislature and that has
for its object the provision of facilities for the social intercourse and
recreation of its members.
(2) On
sufficient cause being shown to the Registrar, the Registrar may issue to the
Lieutenant Governor in Council a certificate under the Registrar’s seal of
office declaring that the Registrar is satisfied that the incorporation of a
society should be revoked and cancelled.
(3) On
receipt of the certificate, the Lieutenant Governor in Council may
(a) revoke
and cancel the incorporation of the society, and
(b) declare
the society to be dissolved on any conditions and subject to any provisions
that the Lieutenant Governor in Council considers proper.
(4) A
person who, alone or in association with others, carries on or attempts to
carry on the affairs of a society the incorporation of which has been revoked
and cancelled and that has been declared to be dissolved is guilty of an
offence and liable to a fine not exceeding $500.
(5) On
the revocation of the incorporation of a society, or on its disorganization,
the Lieutenant Governor in Council may appoint a liquidator or liquidators to
wind up the affairs of the society.
(6) The liquidator or liquidators appointed under
subsection (5) may exercise all the powers conferred by incorporation on the
society or on the directors or on any other official of the society, for the
purpose of selling or otherwise disposing of the assets of the society and
distributing the proceeds among the persons by law entitled to them.
RSA 1980 cS‑18 s28
Surrender of certificate
of incorporation
34(1) A society may, by special resolution, surrender
its certificate of incorporation.
(2) If satisfied that sufficient notice of the
society’s intention to surrender its certificate of incorporation has been
given and that no debts or liabilities of the society are outstanding, the
Registrar may accept the surrender of the certificate and cancel it, and fix a
date from which the society shall be dissolved.
RSA 1980 cS‑18 s29
Winding up
35(1) Part 17 of the Business Corporations Act applies to a society under this Act as if
it were a corporation.
(2) Notwithstanding
subsection (1), for the purposes of this Act
(a) the
period referred to in section 213(1)(c) of the Business Corporations Act shall be 2 years, and
(b) the notice under section 213(2)(a) of the Business Corporations Act is not
required to be given to the directors.
RSA 1980 cS‑18
s30;1981 cB‑15 s284(28);1984 c12 s7
Register of members,
etc.
36(1) A society shall keep a register of its members
containing the names of the applicants for incorporation and the name of every
other person who is admitted as a member of the society, together with the
following particulars of each person:
(a) the
full name and residential address;
(b) the
date on which the person is admitted as a member;
(c) the
date on which the person ceases to be a member;
(d) the
class of membership of the person, if the society has classes of members.
(2) A
society shall, on and after its date of registration, keep the register of its
members at its registered office and shall, on each regular business day during
not less than 2 regular business hours as determined by the society at a
general meeting, permit a member of the society to inspect the register without
payment of a fee.
(3) A society shall, within a reasonable time of
receiving from a member of the society a request to provide to the member a
copy of the register, the annual list of members or an excerpt from any one or
more of them and on payment by the member of a sum not exceeding $0.25 for
every 100 words to be copied, provide to that member the copy of the register,
list or excerpt so requested.
RSA 1980 cS‑18 s31
Use of register
36.1(1) In
this section, “personal information” means personal information as defined in
the Personal Information Protection Act other than business contact
information to which that Act does not apply by virtue of section 4(3)(d) of
that Act.
(2) Notwithstanding section 36, a
society may disclose the register or an annual list of members or an excerpt of
either or both of them to a member of the society only if the information
contained in the register, list or excerpt is to be used by the member for
matters relating to the affairs of the society.
(3) A
member of a society may use personal information about another member of the
society that is contained in the register, list or excerpt for any matter not
referred to in subsection (2) if that other member gives consent to that use.
2003 cP‑6.5 s73
General
General penalty
37 A society that contravenes this Act or the
regulations is guilty of an offence and liable to a fine not exceeding $100.
RSA 1980 cS‑18 s32
Change of name
38 A society may change its name, and may contract
in the same way as if it were incorporated under the Business Corporations Act.
RSA 1980 cS‑18
s33;1981 cB‑15 s284(28)
Regulations
39 The Lieutenant Governor in Council may make
regulations
(a) for
carrying out the purposes of this Act;
(b) setting
the fees payable to the Registrar for incorporation and for services under this
Act;
(c) prescribing
forms for the purposes of this Act;
(d) prescribing
the returns to be made by societies and the form of the returns;
(e) prescribing
the documents referred to in section 9(1);
(f) respecting
names of societies;
(g) prohibiting
the use of any names or any words or expressions in a name;
(h) defining
any word or expression used in section 6(1)(c);
(i) prescribing
requirements for the purposes of section 6(1)(d);
(j) respecting
the circumstances and conditions under which a name under section 6 may be
used;
(k) prescribing the punctuation marks and other
marks that may form part of a name.
RSA 1980 cS‑18
s34;1984 c12 s7
