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Each year, non-share capital corporations incorporated under the Canada Not-for-Profit Corporations Act (Canada) (the “Act”) must either hold an annual membership meeting or, if the membership is small, pass resolutions signed by all voting members in lieu of holding a meeting. A summary of the basic steps required for holding an annual meeting are set out below.
1. Set the Date
If the corporation is new, the first annual meeting must be held within 18 months after incorporation. If the corporation has had a prior annual meeting, then the annual meeting must be held within 15 months of the last annual meeting and not later than six months after the end of the corporation’s financial year.
2. Give Notice of the Meeting
Notice of the annual meeting must be given to all members entitled to vote at the meeting. The notice must also be given in a method that is consistent with the by-laws and the Act. The Act requires notice to be given in one or more of the following manners:
- by mail, courier or personal delivery, 21 to 60 days before the date of the meeting;
- by telephonic, electronic or other communication facility, 21 to 35 days before the date of the meeting, unless a member has requested to be given notice by non-electronic means;
- by affixing the notice, no later than 30 days before the date of the meeting, to a notice board on which information respecting the corporation’s activities is regularly posted and is in a place frequented by members; and
- if the corporation has more than 250 members, by publication:
- at least once in each of the three weeks immediately before the meeting date in a newspaper circulated in the municipalities where a majority of the members reside, or
- at least once in a publication of the corporation that is sent to all its members, 21 to 60 days before the date of the meeting.
If the corporation’s by-laws do not provide a method of notice that complies with the requirements in the Act, then the corporation must send the notice to its members within 21 to 60 days before the date of the meeting.
3. Describe the Business of the Meeting in the Notice
In addition to any requirements prescribed by the corporation’s by-laws, the notice must include the time and place of the meeting. It must also describe the nature of any special business that is to be conducted in the meeting in sufficient detail to permit a member to form a reasoned judgment on the business and decide whether to attend. For annual meetings, special business is all business other than consideration of the financial statements and the public accountant’s report, the election of directors and the appointment (or re-appointment) of the public accountant. The notice must also state the text of any special resolution that is to be submitted to the meeting.
If the corporation has received a proposal from a member within 90 to 150 days before the anniversary of the last annual meeting of members that complies with the requirements in the Act, the corporation is also required to include the member’s proposal in the notice of meeting.
4. Confirm Quorum for the Meeting
Unless the by-laws prescribe another quorum, a majority of the members entitled to vote must be present at the annual meeting in order to transact business. The presence of quorum should be confirmed at the outset of the meeting, before any business is transacted.
5. Appoint a Chair
The chair is the person who presides over the meeting. The chair is the individual who is permitted (or appointed) to act as such under the corporation’s by-laws. Typically, this person is the president or chair of the board. The by-laws may allow the board to appoint someone else to act as a chair, such as a parliamentarian.
6. Appoint a Secretary
The secretary is the person who records the minutes of the meeting. The secretary is the individual who can act as secretary under the corporation’s bylaws. Generally, if the appointed secretary cannot attend, the directors can appoint someone else to act as secretary.
7. Conduct Annual Business
While a corporation may conduct other business at its annual meeting, the Act requires the following business to be conducted:
- if directors have terms of office that are expiring, the election of directors;
- the presentation of the financial statements for the last completed financial year and the report of the public accountant, if any;
- if required to have a public accountant under the Act, the appointment of the public accountant for the next year or, if permitted under the Act, the dispensing of the appointment of the public accountant by all members entitled to vote.
8. Keep Minutes of the Annual Meeting
The business conducted and resolutions passed should be recorded in minutes of the annual meeting. Once approved by the members in due course at the next members’ meeting, it is a good practice to have the chair and secretary of the meeting sign the minutes to verify they are an accurate record of what took place. The minutes should be filed with the corporation’s corporate records in its minute book.
If you have any questions about holding an annual meeting, Miller Thomson’s Social Impact lawyers would be happy to assist.