It may be more difficult to register members who are attending, count votes, and ensure non-members aren’t present.Ī video conference may require members to have more technology – a desktop, laptop, or mobile phone – and learn how to use it for a new purpose, a ‘virtual’ meeting. What technologies do members have, and are they able to use? If members don’t have required technology, or aren’t familiar with its use, that will create challenges.Ī teleconference may be simplest, but you can’t ‘see’ people, or if needed mute/unmute them. Teleconference or video/internet conference? Some options are hybrid, and allow both telephone and video/internet participation. Consider carefully the related factors, including: The NFPO should make reasonable efforts to enable members to attend and participate in a virtual AGM. WHAT OTHER FACTORS SHOULD I CONSIDER FOR A VIRTUAL AGM? (SPACE, TECHNOLOGY, ETC.) Subject to the Incorporation Statute and any Emergency Order, comply with the requirements of the bylaws regarding AGMs.ģ. It is the members’ right to notice of, to attend, and vote at the AGM, and the NFPO’s obligation to ensure it is within reason feasible. The NFPO holding the meeting must facilitate the use of whichever communications medium will be used. Notice of the meeting must provide clear information to members as to how to attend and participate in the meeting, including instructions on how to vote. There may be a mix of members attending in person, by telephone, or by video. If your NFPO is permitted to hold a virtual AGM, the requirements usually are:Īll of the persons participating in the meeting, by whatever means, are able to communicate with each other and if applicable vote – if required, by secret ballot. The parameters for holding a virtual AGM are to comply with (in order) the Incorporation Statute, any Emergency Order, and the bylaws, and generally to protect members’ democratic and legal rights. WHAT ARE THE RULES AND GUIDELINES FOR HOLDING A VIRTUAL AGM? If your NFPO is legally authorized to hold a virtual AGM, you may – although you should obtain legal advice if you’re unsure, or not clear as to how to do so.Ģ. You must review carefully as to what is required, and what is allowed. Your NFPO’s bylaws – be sure that they are the bylaws exactly as filed with the Incorporation Jurisdiction.Īny Emergency Order that may have been issued by the Incorporation Jurisdiction. This discussion addresses only how to hold a virtual AGM, not whether your NFPO has the legal authority to do so. CAN MY NON-PROFIT ORGANIZATION HOLD A VIRTUAL AGM? Many of the matters discussed below should be considered and decided by the directors (“Board”) of each NFPO, with advice from its management and professionals as needed.ġ. There are many platforms (Zoom,GoogleMeet etc.) (“Incorporation Jurisdictions”) have issued Emergency Orders authorizing such meetings for the time being, regardless of what the statute or bylaws might say.Ī ‘virtual’ AGM is one held in whole or in part by video call (Facetime), internet (zoom/skype), or teleconference. Luckily, many Incorporation Statutes now allow “virtual” AGMs, and some provinces such as B.C. Due to the pandemic, that may not possible for the remainder of 2020, and perhaps beyond. As such, they are required to hold an AGM of the members each calendar year (with a few exceptions), transact the required business, file an annual report/return, and in the case of those that are registered charities, also file an Annual Registered Charity Information Return (T3010).Īn enduring tradition of Canadian law is that AGMs, as with proceedings of the courts, Parliament, and provincial legislatures, must be “in person”. Most Canadian NFPOs are incorporated under a provincial statute, or the Canada Not-for-profit Corporations Act (the “Incorporation Statute”). A properly conducted annual general meeting (“AGM”) is a democratic and legal right of the members of every not-for-profit organization’s (“NFPO’s”) members.
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