COVID-19: Options for Federal Corporate AGMs

This entry is part 23 of 30 in the series COVID-19.

Corporations Canada has highlighted two alternative AGM options for federally incorporated charities: resolutions in lieu of a meeting and an application for a COVID-related delay. If you’re not sure about how your charity was incorporated, check out our webinar on Reviewing your Charitable Purposes and Activities. It helps you understand your charity’s governing documents and where to find them.

Virtual AGM?

To determine what options as set out by Corporations Canada might apply to you, the first place you need to check is your bylaws. Are there any restrictions on holding virtual meetings? Depending on what your by-laws say, a corporation could have two options:

  1. If your bylaws specifically allow virtual meetings – participants can attend exclusively through a digital platform so long as it allows participants to communicate with one another during the meeting
  2. If your by-laws do not allow virtual meetings – some participants attend in person and the rest participate through a digital platform so long as it allows participants to communicate with one another during the meeting

For both options, participants can vote digitally if:

  1. It is not prohibited by the by-laws and
  2. It complies with regulations – they can be verified, tallied, and presented while maintaining anonymity

Alternative Options

Instead of an AGM, Corporations Canada has highlighted two alternatives.

Alternative One: A Written Resolution

It must include the business items normally communicated at the AGM, which at minimum includes:

  • Electing directors
  • Considering financial statements
  • Appointing auditor or public accounting, or waiving such appointment

All members entitled to vote at the AGM must sign the written resolution. The signed resolution must be kept with the corporate records.

Alternative Two: Delay Calling the Meeting

Not for profit corporations can apply to delay calling their AGM if it is detrimental to call it within the normal timeframe. Apply at least 30 business days before you would normally send the notice calling the AGM.

The online form is only for COVID-related reasons. If your corporation applies, you agree that:

  • It has an inability to comply with the timelines due to COVID-19 circumstances, such that restrictions on public gatherings have made a physical, in-person meeting impossible; and
  • Extending the time for calling an annual meeting would cause little or no prejudice to members; that the health and safety of members, directors, officers and staff outweigh any potential prejudice to members cause by the extension
  • The AGM will be called before October 31 and held before December 31
  • The financial statement required to be sent to and placed before the members at the AGM will be the full financial statements for the year ending on the most recent financial year
  • Members will be informed of the extension as soon as possible once granted, and no later than 60 days after the date of the exemption order

You will need the following information:

  • Corporate name
  • Corporation number
  • Financial year end (MM-DD)
  • Affirmation that applicant has relevant knowledge of corporation and is authorized to submit it
  • Name, Title, Phone number, email

CCCC is here to help you through these uncertain times. We encourage you to reach out if you require assistance and we will be happy to serve you.

CCCC members can access the Member Resources of CCCC website for articles, webinars, checklists, templates and can contact our team for additional guidance. If you are not a member of CCCC, we invite you to join today to access our full collection of resources and our team of experts who can answer your questions and provide additional guidance. 

Church and charity leaders are invited to share how they are responding to the COVID-19 pandemic within their organization in our online community forum The Green: COVID-19 Response Room

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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.