Change society by-laws and make other changes
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. They also need to file a special resolution to do something out of the ordinary like borrowing money that’s more than the borrowing limit in their by-laws.
Use the Special Resolution Form to file a special resolution with Registry of Joint Stock Companies to change your society’s by-laws or to make any other changes that are out of the ordinary.
You can also use this form to file a special resolution to do something out of the ordinary like borrowing money that’s more than the borrowing limit in your 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.
Public record
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 or do something out of the ordinary.
What you need to do
- Pass a special resolution to change the by-laws.
- Complete the Special Resolution Form online.
- Check the form for details on all required supporting documents.
- Within 14 days of passing the special resolution, submit your completed form and revised by-laws.
- If Registry of Joint Stock Companies approves the special resolution, it updates the registry. The change takes effect once Registry of Joint Stock Companies updates the registry.
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.
Cost
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
- director or officer available to sign the Special Resolution Certificate
Online
When you file online you need to create an account or sign in. You need to be an authorized filer for the non-profit. You also need to upload any supporting documents in PDF format, including required signatures and Special Resolution - Alteration to By-Laws.
You can use the Special Resolution Certificate Form (PDF 2.1 MB) if you’re unable to file online. An officer or director of the society needs to complete the form. Send your completed form and supporting documents by mail. Or drop them off at Registry of Joint Stock Companies or Access Nova Scotia.