Change society by-laws
Societies can change their by-laws by filing a special resolution with Registry of Joint Stock Companies. This change can only happen by special resolution.
Use the Special Resolution Certificate Form to file a special resolution with Registry of Joint Stock Companies to change your society’s by-laws.
Passing a special resolution
This change can only happen by special resolution. To pass a special resolution, you need to comply with the Societies Act and your by-laws, including:
- ensuring the by-law change complies with the Societies Act
- notifying members of the time and location of the meeting and the intention to vote on the proposed change
- having a quorum (minimum number of members necessary) at the time of the vote
- having at least three-fourths of members who are present (in person or by proxy where proxy is allowed) at the meeting vote in favour of the change
- having an officer or director sign the Special Resolution Certificate Form
- filing the Special Resolution Certificate Form with Registry of Joint Stock Companies within 14 days of passing the special resolution
The officer or director who signs the form needs to be listed with Registry of Joint Stock Companies as an officer or director of the society.
Information you file with Registry of Joint Stock Companies is available to the public.
Who can use this form
Societies need to use this form to change their by-laws.
An officer or director of the society needs to complete the form.
What you need to do
- Pass a special resolution to change the by-laws.
- Complete the form.
- Within 14 days of passing the special resolution, send your completed form and revised by-laws by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.
- The change takes effect once Registry of Joint Stock Companies approves the special resolution and files the form.
How long it takes
It should take 1 to 2 weeks for your change to take effect. It can take longer if more information is needed or if your form hasn’t been filled in correctly.
There is no cost to submit the form.
Before you start
Make sure you have:
- passed a special resolution to make the change
- full legal name of the society as it’s registered with Registry of Joint Stock Companies
- certified that the special resolution passed by at least three-fourths of the members who were present (in person or by proxy where proxy is allowed) at a meeting