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) and Old Societies Regulation (9(4)));
• amalgamate a society (subsection 93(1b) of the Societies Act);
• become a member-funded society under the new 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).

There might be other situations where the Act requires you to pass a special resolution. If you are not sure whether you need to pass a special resolution or not, contact the societies advisor for support.  

Email: societies@yukon.ca 
Phone: 867-332-7950 

A special resolution allows voting members of a society to vote on an important motion. The Societies Act requires that you pass a special resolution for certain activities. You can also use special resolutions for:

• important or complex decisions; or
• when the board desires more formality for a decision.

1. Schedule your meeting 

You can pass a special resolution at an annual general meeting (AGM) or at a special general meeting. Or, you can pass a special resolution by email if all members consent in writing and the vote is unanimous. 

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. 

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. 

You can find a template for a copy of your resolution here. 

If you are passing a special resolution to waive the need for financial review for Category B societies under the old Act, you can download this template for Category  B societies.

1. Make the appropriate filing with us at Corporate Affairs (if necessary) 
2. If you've filed your transition application or have incorporated under the new Act, you'll be able to file most of the forms online using the Yukon Corporate Online Registry (YCOR). We encourage you to file online using the registry if you can. Some forms will not be available to you if you have not completed your transitional period. Find out more about your transitional fiscal year. 

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).

When to file

You can file after your transition application is filed or any time if you have incorporated after April 1, 2021.

Change your society's bylaws

The forms you'll need are:

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

When to file

If you have not filed your transition application yet, you can file new bylaws with your transition application.

If you've already filed your transition application, or if you incorporated after April 1, 2021, you need to fill out and pay for the bylaws alteration form.

Change your society’s fiscal year-end

The form you need is:

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

When to file

After your transition application is filed or any time if you've incorporated after April 1, 2021.

Waiving the need for financial review

You do not need a form.

When to file

Societies that have not fully transitioned and are Category B societies under the old Act and have not waived the need for financial review must attach a copy of their special resolution to their annual report.

Fully transitioned societies and societies that incorporated after April 1, 2021, do not need to file their special resolution with Corporate Affairs but will need to keep a copy of it in their records.

Amalgamate a society

The form you'll need is:

• Amalgamation application (form 2).

When to file

After your transition application is filed or any time if you have incorporated after April 1, 2021. We do not need a copy of the societies' special resolutions with the amalgamation application.

Becoming a member-funded society under the new Act

The form you'll need is:

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

When to file

You must file 5 months after your transition is complete.

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

For example, your new bylaws come into effect when you file them either through the Transition application or 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.

For more information, contact the societies advisor at societies@yukon.ca or call 867-332-7950.