Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)
|This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in May 2021.|
- 1 Statutory Requirements
- 2 Notice
- 3 Quorum
- 4 Rules of Procedure
- 5 Electronic Participation
- 6 Member Proposals
- 7 Voting and Resolutions
- 7.1 How do members vote?
- 7.2 How do we allow proxy voting?
- 7.3 What is an ordinary resolution?
- 7.4 What is the difference between ordinary and special resolution? When do we need a special resolution?
- 7.5 How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?
- 7.6 What is the minimum vote threshold to pass an ordinary or special resolution?
- 8 Amending the Bylaws and Constitution
- 9 Elections
When does the AGM need to be held?
The Societies Act requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.
The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.
What activities need to happen at the AGM?
Legally speaking, the non-profit’s financial statements must be presented and the members of the non-profit must vote to approve the non-profit’s financial statements and, if the non-profit has an auditor, the auditor’s report. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits may do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.
What if there isn’t enough time to plan an AGM before the end of the calendar year?
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.
Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.
When does notice of general meetings need to be sent?
If the non-profit's bylaws don't specify, the default from s. 77 of the Societies Act is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the Interpretation Act, days means non-holiday business weekdays.
What needs to be included in the notice?
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting.
Should we change our bylaws to allow for electronic notice to members?
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.
What is quorum?
Quorum is the minimum number of members present that is required to conduct official non-profit business.
How many members are needed to meet quorum?
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.
Rules of Procedure
What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of Robert’s Rules of Order because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include talking circles, dynamic facilitation, and consensus.
How do we hold electronic meetings of members?
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.
An example is set out below:
PART [X] - MEETINGS OF MEMBERS
Electronic Participation in General Meetings
The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.
Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.
Persons participating by permitted electronic means are deemed to be present at the general meeting.
"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
- in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
- in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
What is a member proposal?
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, less than 250 words, submitted and received by the non-profit no later than 7 days before the AGM.
If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?
Section 81(4) of the Societies Act states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. The Societies Act does not explicitly require the proposal to be on the agenda, nor does it require the members vote on the proposal. However, given the ambiguity of the statutory language regarding member proposals, whether or not the proposal must be discussed at the meeting is something for which the non-profit should seek the opinion of a lawyer.
Voting and Resolutions
How do members vote?
For an example of a member voting provision in the bylaws, see below:
PART [X] - VOTING BY MEMBERS
Ordinary Resolution Sufficient
Unless the Act, these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.
Entitlement to Vote
Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
How do we allow proxy voting?
Under s. 85 of the Societies Act, if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:
PART [X] PROXY VOTING
Proxy voting is permitted A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.
A member must not hold more than three proxies.
The instrument appointing a proxy must be in the following form, or in any other form that the board approves:
I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.
A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.
A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
What is an ordinary resolution?
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.
An ordinary resolution is passed at a general meeting by receiving a simple majority (50%+1) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.
What is the difference between ordinary and special resolution? When do we need a special resolution?
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
- the constitution or bylaws of the non-profit are altered;
- a director or other member is removed from the non-profit or disciplined;
- the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
- other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
- If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the Societies Act or unless otherwise specified by the non-profit’s bylaws. The Societies Act provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.
How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.
What is the minimum vote threshold to pass an ordinary or special resolution?
The Societies Act requires a 2/3 threshold to pass a special resolution. An ordinary resolution can be passed by simple majority. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.
Amending the Bylaws and Constitution
How often can a non-profit update its bylaws?
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under s. 74 of the Societies Act. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.
How can a non-profit ensure only eligible, consenting individuals are elected as directors?
The Societies Act requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The Societies Act also requires the non-profit keep a record of every consent to act as a director. The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found here.
|© Copyright 2016-2021, Pacific Legal Education and Outreach Society.|