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This Act is current to January 17, 2018
See the Tables of Legislative Changes for this Act’s legislative history, including any changes not in force.

Pension Fund Societies Act

[RSBC 1996] CHAPTER 354

Contents
1Definitions
2Establishment of pension fund society
3Certificate of incorporation, change of chief place of business
4Change of name
5Power to pass bylaws
6Directors and other officers
7Right to vote
8Establishment and administration of fund
9Power to make bylaws
10Powers and duties of society to be defined and enforced under the bylaws
11Use of revenue
12Contribution to funds by parent company
13Member's interest not transferable
14Reports to registrar
15Membership in a society
16Insurance Act not to apply
17Power to prescribe form of declaration for section 2

Definitions

1  In this Act:

"parent company" means the corporation any of whose officers establish or take proceedings to establish a pension fund society;

"registrar" means the Registrar of Companies;

"society" means a pension fund society established under section 2;

"subsidiary company" means a company within the meaning of the Business Corporations Act and any other corporation created in British Columbia by or under an Act, and includes a foreign entity, as defined in the Business Corporations Act, lawfully carrying on business in British Columbia, the majority of the shares of which, having under all circumstances full voting rights, are owned or controlled, directly or indirectly, by or for the parent company.

Establishment of pension fund society

2  (1) The president, vice president, general manager, assistant general manager, secretary and assistant secretary of a corporation created in British Columbia by an Act, or 2 of those officers, with any other of the superior officers, may, on complying with this section, establish a pension fund society.

(2) Those officers who wish to establish a pension fund society may sign in duplicate a declaration in the prescribed form, setting out the following:

(a) the names, residences and official positions of the officers;

(b) the name of the parent company;

(c) the name of the society;

(d) the place in British Columbia which is to be the society's chief place of business.

(3) The name of the society must begin with the words "Pension Fund Society of the".

(4) The declaration, accompanied by the required fees, must be filed in the office of the registrar.

(5) The officers who sign the declaration are the provisional directors of the society, and hold office until their successors are appointed or elected.

Certificate of incorporation, change of chief place of business

3  (1) The registrar must issue a certificate under the registrar's seal of office, showing that the society is incorporated.

(2) At cost to the applicants, the registrar must, publish notice of the incorporation of the society for 4 weeks in the Gazette, showing the following:

(a) the name of the society;

(b) the full address of the chief place of business of the society;

(c) the name of the secretary authorized by the society to accept service of process in all actions and proceedings by or against the society.

(3) Notice of any change in the chief place of business of the society or in the person of the secretary must be filed with the registrar within 14 days after the change or appointment has become effective.

Change of name

4  (1) A society may change the society's name by ordinary resolution passed at a general meeting and with the approval in writing of the registrar.

(2) At the cost of the society, the registrar must publish for 4 weeks in the Gazette a notice of the change.

(3) After publication the registrar must

(a) enter the new name on the register in place of the former name,

(b) issue under the registrar's seal of office a certificate showing the change of name, and

(c) at the cost of the society, publish in the Gazette a notice of the change of name.

(4) The change of name does not affect any rights or obligations of the society or render defective any legal proceedings by or against the society.

(5) Any legal proceedings that might have been continued or commenced against the society under the society's former name may be continued or commenced against the society under its new name.

Power to pass bylaws

5  (1) The provisional directors have power to call the first meeting of the society, and at that meeting directors may be elected and bylaws may be passed.

(2) Within 14 days from passage of the bylaws, a copy of the bylaws and subsequent copies of other amending bylaws must be filed by the parent company with the registrar.

Directors and other officers

6  (1) The affairs of the society must be administered by a board of directors appointed or elected, with qualifications, in a manner, and for a period determined by the bylaws.

(2) At the first meeting of the society to be held under this Act,

(a) 5 directors must be elected, subject to any addition to that number if sanctioned by the bylaws, and

(b) other officers may be appointed under bylaws determining their powers, duties and remuneration and the manner of their appointment.

Right to vote

7  Each contributor to the funds of the society, including the parent company, has the right to vote at general meetings of the society, on the occasions and subject to the restrictions and conditions as determined by the bylaws.

Establishment and administration of fund

8  (1) After the society's incorporation, every society has the power that the society's bylaws provide to form a fund.

(2) The society may invest, hold and administer a fund referred to in subsection (1).

(3) From a fund the society may

(a) provide for the support and payment of pensions to officers and employees of the parent company incapacitated by age or infirmity, and

(b) on the death of those officers or employees, pay annuities or gratuities to their spouses and minor children or other surviving relatives in a manner the bylaws specify.

Power to make bylaws

9  (1) A society has all corporate powers necessary for this Act and may make bylaws not contrary to law defining, regulating and setting out the mode of enforcement of all the rights, and duties of the following:

(a) the society;

(b) the individual members of society;

(c) the officers and employees of the parent company;

(d) the spouses and minor children or other surviving relatives of the officers and employees;

(e) the parent company.

(2) A society may also make bylaws for one or more of the following:

(a) the formation and maintenance of the pension fund;

(b) the management and distribution of the pension fund generally;

(c) the enforcement of penalties or forfeitures;

(d) the business and affairs of the society.

(3) No bylaw made under this section has effect unless it has been sanctioned by the board of directors of the parent company.

Powers and duties of society to be defined and enforced under the bylaws

10  All the powers, rights, penalties and forfeitures, of the society, the individual members, the officers and employees, the parent company or of the spouses, children and relatives must be enforced as defined and limited by the bylaws.

Use of revenue

11  All the revenues of the society, from any source, must be devoted exclusively to the maintenance of the society and the furtherance of the objects of the society.

Contribution to funds by parent company

12  The parent company may contribute to the funds of the society, by a vote of either the parent company's directors or shareholders.

Member's interest not transferable

13  The interest of a member in the funds of a society is not transferable or assignable in any manner by pledge, mortgage, sale or security.

Reports to registrar

14  A society must whenever required by the registrar make a full return for any period, with details and information the registrar requires, of the society's property, receipts and expenditure.

Membership in a society

15  (1) A society may, at the request of the parent company evidenced by a resolution of its directors, admit to membership in the society, on terms and conditions the society determines, any officers or employees of a subsidiary company of the parent company, and may

(a) provide for the support and payment of pensions to those officers and employees incapacitated by age or infirmity, and

(b) on the death of the officers or employees, pay annuities or gratuities to their spouses and minor children or other surviving relatives in a manner the bylaws of the society specify.

(2) All the provisions of this Act applicable to officers and employees of the parent company who are members of the society apply to officers and employees admitted to membership under this section.

(3) A subsidiary company, any of the officers or employees of which have been admitted to membership in a society under this section, may contribute to the funds of the society, by a vote of the subsidiary company's directors or shareholders, and as a contributor it has the right to vote at general meetings of the society on the occasions and subject to the restrictions and conditions as determined by the bylaws of the society.

Insurance Act not to apply

16  The Insurance Act does not apply to this Act.

Power to prescribe form of declaration for section 2

17  The Lieutenant Governor in Council may, by regulation, prescribe the form of declaration for the purposes of section 2.