By law, non-profit organizations (NPOs) are required to hold an annual general meeting (AGM) for its members. Given the implications of the COVID-19 pandemic, NPOs will now find themselves in a position where it is not feasible nor in line with public health recommendations to hold in-person AGMs. There are several options available to NPOs to ensure they comply with their annual obligations while protecting the safety of their members.
A simple way to circumvent the issue is to hold a virtual meeting, which has been acknowledged by both Federal and Provincial governments as a viable way for NPOs to meet their AGM obligations. In order to proceed, the NPO must ensure that doing so does not contravene the organization’s by-laws. The organization’s legal counsel should be consulted if there is any ambiguity or omission in the by-laws to ensure that a virtual meeting is permitted. If a virtual meeting is not permitted in the by-laws, a partially virtual meeting (where some participants attend in-person while safely socially distancing) may be an option for the organization. In either scenario, any voting required at the AGM can be done digitally as long as this does not contravene the organization’s by-laws, and the voting process allows for the votes to be verified, counted, and presented while remaining anonymous during the meeting. It may be possible to use an electronic survey tool (such as Survey Monkey or other), or the native survey functionality offered by your virtual meeting platform.
Alternatively, a federally-incorporated organization can consider signing a resolution instead of holding a meeting. All members who are entitled to vote at the AGM would need to sign the written resolution, which would outline the matters normally addressed at the AGM. This would include any director elections, approval of the financial statements, and appointment of an auditor. Any signed resolution either electronically or by circulating it to the appropriate members would need to be kept for the organization’s records.
Finally, a federally-incorporated NPO can apply to delay calling their AGM. The application must be completed at least 30 business days before the organization would normally send the notice to call the AGM.
We recommend speaking to a professional or consulting legal counsel to ensure that all the legal requirements are met and any stipulations particular to the organization’s by-laws are complied with.
As you know, NPO sector knowledge stems vastly from experience, so it is important to find a trusted advisor who can clearly demonstrate an understanding of your sector – including a robust client list – to guide you through your own, specific challenges, whether related to COVID-19 or not. That’s where we come in.