Most CNCA corporations have had at least one AGM governed by the new legislation; a number of questions arose from those experiences. We thought it would be helpful to post a few reminders about the AGM process under the Canada Not-for-profit Corporations Act:
- The AGM must be called within 15 months of the previous AGM, but in any event, not later than six months after the corporation's financial year end.
- The location of the AGM must be in Canada at the place provided for in the by-laws. If a place is not provided for in the by-laws, then the directors may determine the place of the AGM. The AGM may be held at a location outside of Canada if all of the members of the corporation vote and agree to hold the AGM outside of Canada or if the articles allow.
- The AGM may be held by electronic means if the by-laws so provide and if all of the members agree to conduct the AGM by electronic means. "Electronic means" typically involves a telephone or video conference.
- The corporation may provide for a mechanism for absentee voting for its members in accordance with the regulations to the CNCA (e.g. proxy voting), and if the by-laws provide for an absentee voting mechanism, the procedure must be set out in the by-laws.
- The corporation must deliver notice of the AGM:
- to the members of the corporation in accordance with the by-laws and in any event, no later than 21 days before the date of the AGM;
- to the directors of the corporation no later than 21 days before the date of the AGM; and
- to the public accountant (if any) no later than 21 days before the date of the AGM.
- If the corporation is transacting special business at the AGM, the notice of the AGM must state the nature of that business in sufficient detail to permit the members to form a reasoned judgment on the business and the text of any special resolution to be submitted at the AGM.
- At least 21 days prior to the AGM, the corporation must deliver to the members, and if the corporation is a "soliciting corporation", then also to Corporations Canada, the financial statements of the corporation for the most recently completed financial year.
- The corporation must conduct the following business at the AGM:
- place before the members the financial statements of the corporation for the most recently completed financial year;
- elect directors, by ordinary resolution, to hold office for a term not exceeding four years;
- appoint a public accountant, by ordinary resolution, to hold
office until a successor is appointed; and
- if the corporation is a "designated corporation", then the members of the corporation may pass an unanimous resolution waiving the requirement to appoint a public accountant and such waiver will be valid until the next AGM;
- any special business to be conducted at the AGM.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.