How to pass a special resolution for a society

You're required to pass a special resolution to: 

• change your society’s name or purpose (subsection 17(2) of the Societies Act);
• change your society’s bylaws (subsection 19(3) of the Societies Act);
• change your society’s fiscal year-end (subsection 41(2) of the Societies Act);
• waive the need for financial review from an accountant (Regulation 22(b));
• amalgamate a society (subsection 93(1b) of the Societies Act);
• become a member-funded society under the Act (subsection 187(2a) of the Societies Act);
• dissolve and liquidate a society (subsection 136(b) of the Societies Act);
• remove a director who has not voluntarily resigned (subsection 53(1a) of the Societies Act);
• discipline or expel a member of the society (subsection 75(2) of the Societies Act);
• sell or dispose of all or most of your society’s property (subsection 97(1) of the Societies Act); and
• remove a liquidator (subsection 151(1) of the Societies Act).

Your society may want to pass a special resolution to: 

• assign a signing authority; or
• authorize spending a certain amount of money; or
• make another decision where your board thinks a special resolution is necessary. 

1. Schedule your meeting 

You can pass a special resolution at an annual general meeting (AGM) or at a special general meeting. 

The rules for scheduling a special general meeting are the same as the rules for scheduling a general meeting. Your society’s bylaws probably have a section that outlines the rules for general meetings. 

Passing a special resolution in writing

You can also pass a special resolution in writing. To do that, all members need to vote unanimously in favour and put their vote in writing.

2. Give notice to your members 

Check your bylaws to see if there are rules for how much notice you need to give for a general meeting. Bylaws can specify anywhere between 7 and 60 days’ notice, but most will tell you to give 14 days’ notice. If your bylaws do not specify the amount of notice, you need to give 14 days’ notice (subsection 82(1ii) of the Societies Act). You also need to follow any other rules in your bylaws about scheduling a general meeting. 

Your society needs to provide written notice of the date, time and location of your special general meeting to every member of the society (subsection 82(1)of the Societies Act). You also need to provide a written copy of the content or topic of the special resolution. 

If your society is adopting a new set of bylaws by special resolution, you'll need to provide a copy of that set of bylaws to your members before the meeting. 

Depending on your membership and the content or topic of the special resolution, you could provide notice by: 

• a newsletter or e-newsletter;
• an email;
• a written letter;
• an advertisement or post in a local newspaper; or
• a posting on your website that you then share with or email to all your members.

You can find a template for a special resolution notice here.

3. Vote on the special resolution at your meeting 

At your special general meeting, someone needs to make a motion to pass the special resolution, and members need to vote on the special resolution. 

If at least 2/3 of the votes support the special resolution then the special resolution has passed. You can also pass a special resolution if all of your voting members provide their written consent (section 1 of the Societies Act). 

Once your special resolution has passed, you need to keep a copy of it in your society’s records (subsection 22(j)of the Societies Act). Make sure you note the results of the special resolution vote in your meeting’s minutes. 

4. Complete the appropriate paperwork

You must keep a copy of your special resolutions. For special resolutions passed in writing, you need to keep a copy of all of the written votes. You can find a template for a copy of your resolution here.

Types of special resolutions

Changes to your society's name or purpose

The forms you'll need are:

• Constitutional alteration with name change (form 7); or
• Constitutional alteration without change of name (form 8).

Change your society's bylaws

The forms you'll need are:

• Bylaws alteration (form 9) ($20 on the Yukon Corporate Online Registry; $40 on paper)

Change your society’s fiscal year-end

The form you need is:

• Change of fiscal year-end (form 11).

Waiving the need for financial review

You do not need a form. 

Amalgamate a society

The form you'll need is:

• Amalgamation application (form 2).

Becoming a member-funded society

The form you'll need is:

• Conversion to member-funded society application (form 15).

If you’re passing a special resolution that's required by the Societies Act, the special resolution will come into effect once the required forms are filed with the registrar.

For example, your new bylaws come into effect when you file them with the bylaws alteration form. If your society files the forms online using the Yukon Corporate Online Registry, the changes will come into effect immediately.

There may be additional steps to other processes such as amalgamating or converting to a member-funded society.