alberta societies act annual general meeting

In the absence of such provisions, the date is fixed by the Companies Act (Quebec) as the fourth Wednesday in January in every year, and, if such day be a holiday, then on the next following working day. However, it is possible to delay the meeting to a later date and still be compliant. Directors’ resolutions can be passed in writing instead of holding a meeting if all directors consent. The bylaws may also 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. Some nonprofit companies may have already managed to hold an AGM during this time. The Alberta Government has also suspended the provisions that require access to physical documents at offices, or at AGMs in the Societies Act and Companies Act, while digital access can continue to be provided. 3:00pm – Closing Keynote, presented by Doug Griffiths. The AGM is one of the main ways to help ensure accountability of the board of directors of the condominium corporation (the board) to the owners. Indeed, in the absence of permanent legislative reform in the area of nonprofit regulation in our province allowing modern ways, that is all an organization can do. At the AGM, corporations present financial statements to their members. © Miller Thomson LLP 2021. Is there flexibility to use modern technology for voting? 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. 2. Review your bylaws or articles. Some of the time periods were suspended during the pandemic and they are now all reinstated. These restrictions range from banning all gatherings to limiting the number of people who can attend at 50. What this means for Alberta nonprofits (unless further government orders are made) is explained below. 30 Furnishing copy of bylaws Branch Societies 31 Branch societies Amalgamation 32 Amalgamation Dissolution 33 Dissolution 34 Surrender of certificate of incorporation 35 Winding up If a meeting of members is adjourned for less than 30 days, announcement at the earliest meeting that is adjourned is considered sufficient notice, unless the bylaws otherwise provide. At least two members of the society must sign the proposal, which cannot be longer than 200 words in length. If an Annual General Meeting is not held prior to December 31 then the society may file the Annual Report as "No Meeting Held" between January 1 … Type ... General Public Government Legal and Law Enforcement Pofessionals. The Director of Corporations and Registrar of Co-operatives has suspended the strike off provisions for non-profit corporations, co-operative and new generation co-operative entities. So, it is possible that even though a virtual meeting was held, the bylaw provisions related to voting would have made it impossible to carry on any vote in a virtual situation. 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. Directors are permitted to hold meetings in any manner that they want, including by telephone or video, unless restricted by the bylaws. Among other things, the Order temporarily suspended requirements for condominium … A resolution can be passed in writing if the resolution is signed by all members entitled to vote on that resolution. Under the Societies Act and Companies Act, it is not permissible for members to adopt written resolutions in lieu of holding an AGM. Annual general meeting U.K.. 20 (1) Subject to sub-paragraph (2) below, every building society shall hold a meeting in the first four months of each financial year as its annual general meeting (in addition to any other meetings in that year) and shall specify the meeting as such in the notices calling it. However, since a society must file a copy of the audited financial statements with the annual return every year, presumably the AGM must be held after the society’s fiscal year end but before the filing deadline for the annual return (the last day of the month following the month in which the society was incorporated). Many are turning to technology, and holding meetings via telephone and video conferencing. This especially important in light of the fact that the Alberta ministerial order was completely silent about voting. Opening Keynote Speaker: Brenda Robinson Brenda is a speaker, trainer, writer and consultant. SOCIETIES ACT 2 25 Annual general meeting 26 Annual report 27 Officers and directors 28 Filing special resolution 29 Verification of notice, etc. 4. However, see that cautionary note below as to any voting that may have taken place at these virtual meetings. The court stated as follows: “MO116 does not authorize the Board to use mail‑in ballots. Download The App. Although the Alberta ministerial order allowed virtual meetings to be held during the pandemic, unlike other jurisdictions that issued similar ministerial orders, the manner of voting at these meetings was not dealt with in Alberta. Section 162 of the Companies Act and section 26 (2) of the Societies Act are no longer suspended and any annual returns for part 9 Alberta companies or Alberta societies need to be kept up to date and filed to avoid being dissolved due to failing to file annual returns on time at Alberta corporate registry. There is a filing fee of $25. In my view, the result is that one must return to the Act and Bylaws in terms of what method of voting “at the meeting” the Society has approved.”. A special resolution (requires at least a 2/3rds vote at a meeting) can also be passed in writing if all voting members consent. Any such provisions need to be checked to ensure the validity of any votes held. Since this article was originally published, on April 9, 2020, the Alberta Government enacted Ministerial Order no. It is clear to me that the BC government chose to allow some change in the meeting procedures to accommodate the realities of the COVID‑19 pandemic. 3. The declaration of provincial emergency commenced on March 17, 2020 and will be in effect until at least April 14, 2020. It must be audited according to the society's bylaws. The Act provides corporations must have an AGM as it provides a formal opportunity for a review of the corporation’s financial year and to address business such as the election of board members, appointment of the auditor, etc. However, the society’s bylaws might require the AGM to be held by a specific date in the year. As such, Service Alberta has noted that temporary changes to several acts and regulations that fall under the oversight of Service Alberta are no longer in effect as of August 15. Yvonne Chenier, QC, is a lawyer and philanthropy consultant –Yvonne brings more than 35 years of experience helping those in the philanthropic, nonprofit, and social enterprise sectors as general legal counsel and as an advisor on planning, organizational, regulatory and governance matters. Unless the bylaws provide otherwise, the proxy must be a member of the corporation. 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. If the number of people is small, a meeting could be held on a simple smartphone application like Facetime, WhatsApp or Google Video Chat. Under section 81 of the Act, five percent of voting members (or lesser number set out in the society’s bylaws) can propose a matter to be discussed at an AGM. 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 you have any questions about our information practices or obligations under Canada's anti-spam laws, please contact us at privacy@millerthomson.com. The quorum for members’ meetings is the majority of voting members unless the bylaws set a higher or lower number. Many organizations have very specific voting requirements in their bylaws. (a) “Act” means the Societies Act R.S.A. However, some voting may have to be conducted by a secret ballot – most commonly used in a contested director election. RSA 2000 cA‑11 s7;2015 c4 s9. For articles, information updates and firm developments, please visit our COVID-19 Resources page. 45/1970 Act A102 Societies (Amendment) Act 1972 01-07-1972 P.U. 2:30pm – Announcement of Regional Directors. If a meeting is held, but not enough people participate to meet quorum, the business of the meeting cannot be conducted. The president is the chosen leader of an organization and should be familiar with the Directors are permitted to hold meetings in any manner that want, including by telephone or video, unless restricted by the bylaws. Robert’s Rules of Order) should be at the meeting for reference. Alternatively, for larger groups, paid for service providers like Zoom or GoToMeeting or other platforms designed for large meetings can be used. The Alberta Registrar of Companies can relieve a company from the obligation to hold the AGM. For additional information on COVID-19 issues, please see our COVID-19 resources page. (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. 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. 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. Unless restricted by its bylaws, a society can hold a members’ meeting, including the AGM, by telephone or another communications medium. Refer to the by-laws checklist on the next page. It should be noted that the ministerial order did not preclude any nonprofit company to conduct meetings through remote means during the suspension even if their articles or rules stated otherwise. How to change your society’s objectives or by-laws _____ Changing your society’s objectives? Organizations that delayed filing annual returns must do so after the AGM. Directors’ resolutions can also be passed in writing instead of holding a meeting. Specifically, the Order introduced temporary changes to the Condominium Property Act and its regulation. Communicate these changes to those who will be affected. For an organization incorporated as a nonprofit Company under part 9 of the Companies Act. In order to do this, the society must prepare financials that cover the last fiscal year and the additional months required to be within the four-month rule. If not consider amending them to include a robust virtual meeting and voting clause. Your society must hold an annual general meeting in Alberta. 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. The BC Registries and Online Services is continuing to maintain full services, but with limited staff on site. 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 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. 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. On March 28, 2020 Ontario went further, issuing a further emergency order under the Emergency Management and Civil Protection Act to prohibit all organized public events and social gatherings of more than five people, effective immediately. A company must hold an AGM each calendar year, and not more than 16 months after the last AGM. Charitable Fund-Raising Act, RSA 2000, c C-9. ISBN (print) ... Alberta Queen's Printer (A) 282/1970 Emergency (Essential Powers) 10-08-1970 Ordinance No. The quorum for members’ meetings is a majority of the members, unless the articles or bylaws set a higher quorum. Title: Preparing for your Annual general Meeting – Checklist Author: Information Technology Created Date: Directors List 2020 Activities Report 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. We are here to help. 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. A corporation is deemed to hold an AGM if all of its voting members consent in writing to a resolution covering the AGM business. Changing your society’s by-laws? We had written about the effects of this Order in a previous post.. THE SOCIETIES ACT APPLICATION ALBERTA CONSUMER AND CORPORATE AFFAIRS CORPORATE REGISTRY Approved May 31, 2014 Annual General Meeting 1. The Order does not change any quorum requirements.  It is likely that some corporations with a history of in-person meetings will find their members ill prepared for an electronic/telephonic meeting and lack of quorum may preclude the meeting.   If there is such a possibility, the directors should consider amending the bylaw as generally discussed in our previous article.   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. If at the adjourned meeting a quorum is not present within half an hour of the start of the meeting, the members present will be sufficient for quorum and can conduct the business of the meeting. If a meeting is held, but not enough people participate to meet quorum, the meeting cannot be conducted. 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. The Chairman then took for consideration Item no.5 of the notice regarding appointment of Mr. O as the Director of the Company. The Act allowed telephonic and video meetings, subject to limitations.  The Order removes those limitations, allowing both directors’ and members’ meetings to be held by telephone or other electronic means, despite any provisions in its letters patent, supplementary letters patent or bylaws that provide otherwise.  A member who, through those means, votes at or even establishes a communications link to the meeting is deemed to be present at the meeting. 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. However, some Alberta nonprofits are incorporated under the Canada Not-for-profit Corporations Act and then register in Alberta to carry out their activities. In order to do this, the society must prepare financials that cover the last fiscal year and the additional months required to be within the six month rule. For an organization incorporated as a Society under the Societies Act. © 2021 Miller Thomson LLP. If the society receives the proposal at least seven days before it sends out notice of th… All non-profit organizations are required to share their annual financial statements publicly and most do this through an AGM. The rules for corporations under the Non-profit Corporations Act, 1995 (Saskatchewan) (the “SK Act”) are: A corporation must hold an AGM not later than 18 months after the corporation comes into existence and then not later than 15 months after holding the preceding AGM. 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. 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. Unless restricted by the bylaws and provided that all of the directors of the corporation consent, a director is expressly permitted to participate in a meeting by means of telephone or other communication facilities. We do not warrant its accuracy. If your organization asks Albertans to donate to a fundraising campaign or solicits contributions that will be used for a charitable purpose, you must follow the rules set out in Alberta’s Charitable Fund-Raising Act and Regulation. If there is any doubt, organizations need to have a plan to properly ratify any important decisions that were made by such a vote. Some organizations will also be able to use indirect methods of voting, such as ballots, delegate voting, or proxy voting. Unless restricted by its bylaws, a Non-share Capital Corporation can hold a members’ meeting, including the AGM, by telephone or another communication medium. On April 9, 2020, Alberta’s Ministerial Order 009/2020 (the “Order”) came into force in response to the COVID-19 pandemic. A recent case in British Columbia, Farrish v. Delta Hospice Society, 2020 BCSC 968, highlighted that very situation. All rights reserved. What kind of meeting and voting do our bylaws or articles allow? 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. (2) The meeting held pursuant to subsection (1) shall be the first annual general meeting of the society. The financial statement must set out the society’s income, disbursements, assets and liabilities. A society is required to hold an AGM and present to its members an audited financial statement. Directors’ resolutions can also be passed by in writing instead of holding a meeting. An Annual General Meeting, commonly referred to as an AGM, is a formal meeting which is held once a year. (2) The report shall contain With the previous expiration of the public health emergency declared under Alberta’s Public Health Act, the flexibility that was given to nonprofits and other groups to hold meetings and delay filings under Ministerial order no. The financial statements must be prepared for a period ending not more than four months before the AGM.