The extended deadline for calling federal annual general meetings (AGMs) and presenting financial statements ended as of December 31, 2020.
As of January 1, 2021, the normal rules apply for calling AGMs and presenting financial statements. That means AGMs must be called within 15 months of the previous AGM and no more than 6 months after the last financial year-end.
But no sooner are we back to “normal rules,” than Corporations Canada reminds us that “hosting an in-person AGM … would contradict public health advice.” This means we need to look at the AGM options Corporations Canada recommended during 2020. What are those options?
First, you could delay your AGM.
But isn’t this what happened last year too? What’s the difference for 2021? There is no default extension like there was in 2020, when the extension ran from March 13, 2020 – December 31, 2020.
Second, you couldhave a virtual AGM.
Always look at your bylaws to see if they permit, prohibit or are silent on virtual meetings.
- If your bylaws prohibit virtual meetings, you’ll need to consider a delay, a resolution, or a change to the by-laws by the directors with the change effective until the next meeting of members (when they can confirm or reject that change)
- If your bylaws are silent about virtual meetings, you could have a partially virtual AGM
- If your bylaws permit virtual meetings, you can have a fully virtual AGM (subject to any limits or restrictions outlined)
Whether full or partial, participants need to be able to adequately communicate with each other during the meeting.
A note on voting in virtual meetings – much like the meeting itself, you need to check your bylaws to make sure its not prohibited. Even if allowed, digital voting still has to comply with other voting requirements outlined in your bylaws.
Third, you could pass a resolution in lieu of AGM.
If your membership is small and the business items addressed in the resolution includes at minimum:
- Electing directors
- Considering financial statements
- Appointing auditor/public accounting (or waiving the requirement)
All voting members have to sign the resolution and it needs to be kept as part of your records.
Noteworthy is provided for general information purposes and does not constitute legal or professional advice. Every organization’s circumstances are unique. Before acting on the basis of information contained in this blog, readers should consult with a qualified lawyer for advice specific to their situation.