What are the critical points to know when holding the Annual Members Meeting under ONCA?

Organizing an annual meeting for your organization requires navigating the regulations outlined by the Ontario Not-for-Profit Corporations Act (ONCA).

Previously known as "annual general meetings" or (AGM), ONCA requires that these gatherings occur annually, as specified in section 52. To comply, the meeting must be held in Ontario, and if your organization's bylaws lack a specific location for member meetings, directors can decide on it, as outlined in section 53.

During the annual meeting, several essential discussions and decisions occur, including reviewing financial statements, addressing reports from audits or review engagements, resolving related matters, electing directors, and appointing or reappointing auditors or review engagement conductors.

To ensure a smooth and informed process, members must receive notice at least ten days before the meeting, with the notice period at most 50 days (section 55).

Particular attention should be given to distributing financial statements or summaries, which must reach members at least five days before the annual meeting (Section 84).

Additionally, members need the text of any special resolutions to be voted on and sufficient details to make informed decisions. Notice is guided by your organization's bylaws (under section 196). In cases where the bylaws are silent on notice procedures, notice can be given in person, by prepaid mail, personal delivery, or electronically to the last address on record for the member. Notification is sent to all voting members, directors, auditors (if applicable), and others with the right to receive notice as per your bylaws. You can set a "record date" in your bylaws or by resolution to determine which members can attend the following members' meeting.

For instance, setting a record date three weeks before a meeting means new members within that period won't receive notices and cannot attend (Section 54). The record date can be stipulated in your bylaws or decided through a resolution. Members under ONCA can choose to waive their right to notice. If a member attends a meeting without receiving notice, it is assumed they have waived their right to notice, as per section 34.

Legal support is vital for annual meetings under ONCA. Charity lawyers ensure compliance with rules, interpret complex ONCA provisions, align meeting procedures with bylaws, assist in crafting special resolutions, guide in proper record-keeping, mitigate legal risks, provide insights into member rights and waiver of notice, and offer strategies for conflict resolution, reducing the risk of legal issues and ensuring a smooth and compliant process.

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