alberta societies act annual general meeting

We mentioned earlier that members can conduct the AGM by written resolution instead of holding a meeting. Section 71 of the Societies Act also provides flexibility as to when AGMs are held. Title: Preparing for your Annual general Meeting – Checklist Author: Information Technology Created Date: Societies Act More information Download Downloads: 1514; Title and publication information. The Order permits a society to use telephone or other communications medium at its meetings even if the bylaws prohibited the use of such technology at meetings. However, the members can conduct business other than the AGM business by written resolution, if the resolution is signed in writing by all of the members. This especially important in light of the fact that the Alberta ministerial order was completely silent about voting. However, it is important for Alberta nonprofits to know that this government order has now lapsed. With a number of pandemic-related directives and advisories in place, including with respect to meeting sizes and venues, NFPs are considering their options with respect to their Spring AGMs. (3) If the registrar specifies under section 71 (3) a date on or before which an annual general meeting must be held and if, contrary to section 71 (3) (a), an annual general meeting is not held on or before that date, the society must, within 30 days after that date, file an annual report indicating that an annual general meeting was not held. (c) “Board” means Board of Directors of the CSA as elected pursuant to Article 7 herein. Directors are permitted to hold meetings in any manner that they want, including by telephone or video, unless restricted by the bylaws. Updates about the services can be obtained from the Government of Alberta’s website or by calling 780-427-7013 or emailing cr@gov.ab.ca. This article provides an overview of the rules for when to hold annual general meetings and how to hold meetings under the provincial legislation in Alberta, British Columbia, Ontario, Saskatchewan, and Québec (information for Quebec is available in French). If you have any questions or would like help with related matters, please reach out to IntegralOrg via email at admin@integralorg.ca or our Contact Us form. Annual General Meeting 2020 – Summary On March 31, we embraced our COVID-induced isolation and hosted our first virtual Annual General Meeting (AGM). A corporation is deemed to hold an AGM if all of its voting members consent in writing to a resolution covering the AGM business. Language. Members can also conduct any other business by written resolution so long as all of the voting members sign the resolution. Corporations, partnerships, cooperatives and non-profit organizations are required to hold Annual General Meetings (AGMs) after August 14, depending on the date the AGM was originally scheduled for prior to being postponed due to COVID-19. If a meeting is held, but not enough people participate to meet quorum, the meeting cannot be conducted. Provinces across Canada have declared states of emergencies or public health emergencies, and issued restrictions on mass gatherings. The suspension is meant to assist non-profit corporations, co-operatives, and new generation co-operatives that are not in a position to file annual returns and financial statements at the Corporate Registry due to delays in annual meetings caused by the restrictions and recommendations on public gatherings. The SK Act is silent on whether a corporation can hold a members’ meeting, including the AGM, by telephone or another communications medium. This publication may be reproduced and distributed in its entirety provided no alterations are made to the form or content. There are presently no changes to the process for filing incorporation documentation with the Ministry of Government and Consumer Services.  However, electronic filing of certain forms is available through a Service Provider for an additional fee. Annual returns to Alberta Corporate registry are now due. We do not warrant its accuracy. Many Alberta nonprofits are incorporated under the Societies Act. Some Societies may have already managed to hold an AGM during this time. Furthermore, nonprofits could hold their meetings through remote means such as videoconference, teleconference or other means despite any provision in their articles, bylaws, rules or memorandum. The rules for a legal person with no share “Non-share Capital Corporation” under the Companies Act (Quebec) are: A Non-share Capital Corporation must hold an AGM each calendar year at the time and place indicated in the Letters Patent or general bylaws. The Order does not preclude a corporation, company, or society from conducting a meeting, including an AGM, through remote means, such as videoconference, teleconference, or other means. To further lessen the impact of being unable to file in a timely manner, annual return late filing fees for not-for-profit entities, including non-profit corporations and co-operatives, will be suspended. Furthermore, it is important not to confuse the ability to hold an electronic or telephonic meeting with the ability to vote electronically.  The Order does not necessarily change a prohibition against electronic voting which may exist for certain types of decisions, even if the meeting is held electronically. RSA 1970 c347 s24, 1977 c59 s7 (3) Annual general meeting 21 A society shall hold an annual general meeting in Alberta and shall present at that meeting a financial statement setting out its income, disbursements, assets and liabilities, audited and signed by the society ' s auditor. Many not-for-profit corporations (NFPs) hold their annual general meetings (AGMs) in the Spring. The rules are more certain as … Alternatively, for larger groups, paid for service providers like Zoom or GoToMeeting or other platforms designed for large meetings can be used. The rules for societies under the Societies Act (Alberta) and not-for-profit organizations under the Companies Act (Alberta) are: A society is required to hold an AGM and present to its members an audited financial statement. If, however, the member is a corporation, it will be represented by the individual in conformity with its general bylaws. The AGM must be held at the time and place provided in the company’s articles, either directly or by empowering the directors or the members in general meeting to fix the time and place. This typically means that the Non-share Capital Corporation will hold its AGM within four months of its fiscal year. Corporations Canada was likely inundated with such requests during the pandemic and on July 31, 2020, the federal Minster of Industry issued an order, retroactive to March 13, 2020, that extends the deadline for Canada Not-for-profit corporations to call their AGMs and present  financial statements (that could be for a period ending up to one year before rather than the current six months  before the meeting )and for a soliciting corporation to send a copy of their financial statements to Corporations Canada by six months or until the end of the period ending on December 31, 2020, whichever ends earlier. Since November 6, 2019, unless restricted in the bylaws, the AGM does not have to be a physical meeting. This means that companies generally hold their AGM within 6 months of their fiscal year end. Note that under the modern Canada Not-for-profit Corporations Act, that some Alberta nonprofits may be incorporated under, the rules are more certain, as this statute addresses the issue head on. The financial statements must be prepared for a period ending not more than six months before the AGM. 2. Review your bylaws or articles. Members can also conduct any business by written resolution sent to all voting members. Online services are available. A society is required to hold an AGM and present to its members an audited financial statement. Those organizations incorporated under the Canada Not-for-profit Corporations Act have always had the option of applying under that Act to Corporations Canada for authorization to delay the calling of their AGMs and for exemptions from the requirements relating to financial statements. Your society must hold an annual general meeting in Alberta. This section dictates that a general meeting of the company shall be held once at least in every calendar year and not more than 16 months after the holding of the last preceding general meeting (unless the Registrar of Corporations has relieved a Company of this obligation) and shall be held at the time and place the articles provide. In addition, the Order confirms that a meeting can be held solely by telephone or other communications medium with no physical location. This logically follows from the fact that the directors have the fiduciary duty to manage the affairs of the corporation and have an obligation to respect mandatory health orders. If a meeting is held solely by telephone or other communications medium, the notice of meeting must provide instructions for attending at or participating in the meeting and, if applicable, instructions for how to vote at the meeting. Societies Act. Robert’s Rules of Order) should be at the meeting for reference. The declaration of provincial emergency commenced on March 17, 2020 and will be in effect until at least April 14, 2020. The Act permits members to appoint a proxy holder (who need not be a member of the corporation) to vote at the meeting on their behalf.   A proxy is valid only at the meeting for which it is given or at the continuation of that meeting after an adjournment.  However, some Ontario corporations take advantage of the provisions allowing delegate voting, which eliminate proxy voting and do require the delegate to be a member. A society should review its bylaws to see whether they permit or prohibit telephone or video conference meetings. On April 9, 2020 Alberta issued a Ministerial Order that provides the following administrative relief for organizations incorporated under the Societies Act:. In order to pass the resolution, all of the directors must consent, unless the bylaws set a lower threshold. All of the people participating in the meeting must be able to communicate with each other, and any votes must be conducted in a manner that adequately discloses the intention of the members. If there is not a quorum of members, the meeting will be adjourned to the same day in the next week, at the same time and place. Download The App. This typically means that the society will hold its AGM within six months of its fiscal year. Since this article was originally published, on April 21, 2020, the British Columbia Minister of Public Safety and Solicitor made an order under the Emergency Program Act.   Both ordinary resolutions (which require a majority vote at a meeting) and special resolutions (which require at least a two-thirds vote at a meeting) require the written consent of all voting members. For articles, information updates and firm developments, please visit our COVID-19 Resources page. Some of the time periods were suspended during the pandemic and they are now all reinstated. We discussed earlier how members can conduct the AGM by written resolution instead of holding a meeting. There is now a more recent emergency order applicable to these Ontario corporations, and this article updates our previous article discussing how to hold required and emergency directors and members meetings. However, some voting may have to be conducted by a secret ballot – most commonly used in a contested director election. The Order suspended the obligation to convene an in-person AGM as stipulated in section 149(1) of the Companies Act (Alberta) and section 25 of the Societies Act (Alberta). Earlier this year, when the COVID-19 crisis began, the Government of Alberta responded with a suspension of deadlines for nonprofits governed by Alberta law to hold their annual general meetings. 3:30pm Closing Remarks & Cocktails . Many charitable and non-profit organizations are required to hold members’ meetings and directors’ meetings. If the resolution is an ordinary resolution (requires a majority vote at a meeting), it can be passed in writing if the resolution is sent to all the voting members and at least 2/3rds consent in writing. The name of the Society is the Cross Country Alberta Society or CCA, incorporated under the Alberta Societies Act March 26, 1991. It should be noted that the ministerial order did not preclude any society from conducting meetings through remote means during the suspension even if their bylaws or rules stated otherwise. COVID-19 response. The AGM is ‘held’ on the date the last voting member consents to the resolution, or at a later date specified in the resolution. In order to pass the resolution, all of the directors must sign the resolution. However, it is possible to delay the meeting to a later date and still be compliant. The president is the chosen leader of an organization and should be familiar with the The financial statements must be prepared for a period ending not more than four months before the AGM. If there is any doubt, organizations need to have a plan to properly ratify any important decisions that were made by such a vote. If using proxies or voting alternatives, it is important to carefully review the articles and bylaws for the rules and to consider whether the alternatives can be used for all business or only some (such as director elections). English (Canadian) Identifiers. This information is not meant as legal opinion or advice. This article was updated on May 13, 2020. The financial statement must set out the society’s income, disbursements, assets and liabilities. We have written on how to hold meetings under the Canada Not-for-profit Corporations Act in a previous article. Annual Return Checklist Please use and submit this annual return checklist along with all of the other applicable documents on the list. The company must file a statutory declaration of a director or officer with the Registrar at least one month before the time for holding the AGM. Societies Act . RSA 2000 cA‑11 s7;2015 c4 s9. 4. At each AGM, the directors must present financial statements for the period since the preceding statement made up to a date not more than 6 months before the meeting. This suspension overrides the normal requirements for holding an AGM which are described below. Since many not-for-profits and charities incorporated under the Corporations Act (Ontario) (the “Act”) have more than five members and directors, the question is whether (and how) they can hold directors and members meetings. However, see that cautionary note below as to any voting that may have taken place at these virtual meetings. We had written about the effects of this Order in a previous post.. Changing your society’s by-laws? Since this article was originally published, on April 9, 2020, the Alberta Government enacted Ministerial Order no. Many organizations have very specific voting requirements in their bylaws. NEED HELP WITH YOUR VIRTUAL AGM ? The quorum for members’ meetings is three voting members, unless the bylaws set a higher number. Presumably after that, Canada Not-for-profit Corporations Act corporations will have to again apply to Corporations Canada for authorization to allow any further delays. If the meeting platform cannot facilitate voting by secret ballot, the organization may need to use a secondary platform just for the secret ballot (e.g., a questionnaire/survey service such as SurveyMonkey). The bylaws may have specific rules about when the meeting may be rescheduled, what is the quorum at the rescheduled meeting, or how to give notice of the rescheduled meeting. Societies incorporated under the British Columbia Societies Act, SBC 2015, c 18 (Societies Act) are required to call an annual general meeting each calendar year (s. 71). However, MO116 says nothing in respect of the means of voting. For an organization incorporated as a Society under the Societies Act. The Federal ministerial order did not explicitly say that it overrides any provisions in bylaws. The Societies Act contains a new provision that allows members to put forward proposals for consideration at the next annual general meeting (AGM). Is there flexibility to use modern technology for voting? Under the Companies Act, every voting member is entitled to appoint a proxy to attend and act at the meeting on their behalf. Unless restricted by its bylaws, a society can hold a members’ meeting, including the AGM, by telephone or another communications medium. In order to pass the resolution, all of the directors must consent, unless the bylaws set a lower threshold. A recent emergency order requires service of documents on the Office of the Public Guardian and Trustee (“OPGT”) to be effected by email until further notice.  The OPGT’s Charitable Property Program remains operational. In other words, if a society chose to suspend the holding of their AGM during the pandemic, it is now time to resume the notice and meeting process provided for in the bylaws of the society. This article was updated on April 24, 2020. Ontario declared a provincial state of emergency on March 17, 2020 and issued orders to close non-essential workplaces, public activities, schools, daycares, provincial parks, and bars and restaurants, with some specific exceptions.  Churches and other places of worship were also required to close. I do not accept the Society’s submission that the MO116 provision quoted above is somehow ambiguous. A recent case in British Columbia, Farrish v. Delta Hospice Society, 2020 BCSC 968, highlighted that very situation. Some organizations will also be able to use indirect methods of voting, such as ballots, delegate voting, or proxy voting. A common provision found in Canada Not- for-profit corporation bylaws that has often been adapted for use in Alberta is: “If the Organization chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the policies and procedures of the Organization.