Register of Members
Example of a Register of Members
Information about recordkeeping for non-profits in British Columbia
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The Societies Act requires all Yukon non-profits keep what are called “official records” and to make some or all these records available to directors, members of the society, and members of the public. Official records a non-profit must keep, either in digital or paper format, are outlined in sections 22(1) and 22(2) of the Societies Act. These records are ones about governance, members, directors, and finances of the non-profit:
| Governance | Members | Directors | Finances |
| Certificate of Incorporation | Register of Members | Register of Directors | Financial Statements |
| Constitution | General Meetings of members - AGM/SGM- minutes | Consents to act as Directors | Accounting records |
| Bylaws | Board Meeting minutes | Accountant’s Reports (if required) | |
| Statement of Directors and Registered Office | Conflict of interest disclosures | ||
| Court Orders | Resignations |
The best practice is to keep all records in one format, either digital or paper, and to have at least one backup. For example, paper files (printouts) provide a backup for digital (computer) records. A further, best practice is for non-profits to have a designated folder in which to keep all its official records.
Non-profits must keep and store certain official records about their members. Section 22 of the Societies Act requires a non-profit to keep a Register of Members in its official records folder. This document is different from the Register of Directors. It is also not a membership list or directory or Client Relationship Management (CRM) software; it is a separate record that must be kept.
The Register of Members lists the names of members of the non-profit and the contact information the member has provided for this purpose. No other information should be included in the Register of Members.
The Register of Members is organized by different classes of members if different classes exist. Classes are groups of members that have different sets of rights. For example, some non-profits have voting and non-voting classes of members. If a non-profit has more than one class of members, it is required to describe each class and list its respective rights in its bylaws. If applicable, the class of a member is recorded in the Register of Members.
Classes of members are not the same as categories of members. Some non-profits have categories of members such as gold and silver.
The Register of Members is an official record and can be accessed by others so it should not be treated like a contact list. The Register of Members should be stored in the non- profit’s official records folder. Non-profits must take special care with its Register of Members.
The members and directors of a non-profit have a right to inspect and obtain copies of the Register of Members.
A member who wishes to inspect the Register of Members must apply in writing to the society, stating the applicant’s name and that the information in the Register of Members will not be used for any purpose except to:
- requisition a meeting of members under section 80 of the Societies Act;
- submit a member proposal;
- attempt to influence voting members; or
- for another matter “relating to the affairs of the society.”
As of writing, the courts have not commented on what “relating to the affairs of the society” means under section 27(6)(e) of the Societies Act.
Non-profits must keep and store certain official records about their general member meetings. Section 22 of the Societies Act requires non-profits to keep records of member meeting minutes and written resolutions of members.
Non-profits make important decisions about their activities at its member meetings. The records of those meetings are important for documenting these decisions. Non-profits should keep full and accurate minutes of every general member meeting in its official records folder. A complete set of minutes lists the date, time, location, members in attendance, and purpose/type of meeting. For example, if the member meeting is an Annual General Meeting (AGM), the minutes should indicate that type of meeting.
Best practice for member meeting minutes is to include the name of the chair at the meeting, movers and seconders of motions (if required by the bylaws), and specific outcomes of votes e.g., whether a resolution was passed. Further, the minutes should also include the text of each resolution passed at the member meeting and the results of elections, if any. It is not necessary (or even recommended in many cases) to summarize reports, debates, or discussions, in the minutes. Any record of discussions at member meetings should be very high-level and not attribute comments to specific speakers.
Sometimes a non-profit needs to make decisions outside of member meetings. These decisions can be made by way of a written resolution. Written resolutions are when the specific wording of a proposed decision (e.g., to amend the bylaws) is sent to all the non- profit’s members. This process is usually done instead of or in place of a general member meeting. To be approved, members must send the non-profit their written consent for the decision to be approved. Every written resolution passed by members should be kept in the official records folder.
Meeting minutes and written resolutions are often needed during audits and at other pivotal times. These records are important if disputes arise about decisions made by a non- profit.
Meeting minutes should be stored in the official records folder.
Non-profits must keep and store certain financial records. Section 22 of the Societies Act requires non-profits to keep records of its financial statements and accountants’ reports (if any) on those financial statements. Best practice is for non-profits to also keep up-to-date and detailed accounting records. Financial statements and accounting records are not the same thing.
Financial Statements May be inspected by members and must be presented at the AGM | Accounting Records (aka General Ledger) Detailed Individual Financial Transactions |
| Income Statement | Date and amount of deposits and withdrawals |
| Balance Sheet (Statement of Financial Position) | Cheque numbers |
| Statement of Cash Flows | Bank account numbers |
| Equity Statement | Daily balances |
| Accountants’ reports (if any) | Bank statements |
| Donation receipts |
Financial statements should be stored in the non-profit’s official records folder. Accounting records change frequently and may contain sensitive or personal information, so it is best to not keep these records in the official records folder. Instead, there should be a notation in the official records folder about where to find the accounting records.
Non-profits must keep and store certain official records about their directors. Section 22 of the Societies Act requires several records be kept about directors. These include:
- The Statement of Directors and Registered Office includes the names of directors and one piece of contact information for each director and the address of its registered office. This address is the one at which the non-profit receives mail and is also usually the place where its records can be accessed/located.
- The Register of Directors includes the names of the non-profit’s directors, the contact information provided by the directors, the date they were elected/appointed, and the date their term expired. The Register should only include one piece of contact information.
- Written consents to act as directors of the non-profit. Under section 45(9)(a) of the Societies Act, individuals cannot be appointed or elected as directors of a non-profit unless they consent to be a director. Their consent may be given verbally at a meeting or by using a specific form. If you are relying on the meeting minutes then the minutes would have to read “Jane Smith” consented to her election as a director.
- Best practice is to have the consents on a form. A sample consent to act as director is provided in the document templates.
- Written resignations of directors. A resignation occurs when a director leaves before the expiry of their term i.e. due to moving, illness, or some other reason. A copy of an email from the resigning director is considered a written resignation.
Director records should be stored in the non-profit’s official records folder.
Register of Directors
Example of a Register of Directors
What’s the difference between financial statements and accounting records?
Financial statements and accounting records are two different types of records. Accounting records is a term that covers the general register where all transactions are recorded as well as things like bank statements, credit card receipts, and invoices. Non-profits generate financial statements from the accounting records. Financial statements provide a broad overview of a non-profit’s financial position. The statement includes a balance sheet and a statement of revenues and expenditures.
What needs to go in the minutes of a non-profit’s meetings?
A complete set of minutes lists the date, time, location, members in attendance, and purpose/type of meeting. The minutes are intended to reflect the decisions taken at the meeting not to be a verbatim record of all of what was said. should also include the name of the chair at the meeting, movers and seconders of motions (if required), and specific outcomes of votes e.g., whether resolution was passed or defeated.