We are arriving at the time in the year when many organizations are holding their annual member meetings (also commonly referred to as AGMs). Below are a few important points to remember as you prepare to hold your organization’s AGM:

1. Member Register: Knowing who your members are is vital to being able to hold a valid AGM. Both BC Societies and federal non-profit corporations are required to maintain a member register that lists the members of the organization, along with their contact information, and this should be referred to in order to ensure that all members entitled to notice are receiving adequate notice of the AGM. Of note, the BC Societies Act requires notice to be sent to all members, whether voting or non-voting.

2. Timing of AGMs: Best practice for BC societies is to have the AGM held within 6 months of the fiscal year end to allow for the previous year’s year-end financial statements to be presented to members. Organizations incorporated under the Canada Not-for-profit Corporations Act must hold their AGMs within 6 months of the fiscal year end.

3. Notice for Meetings: It is important to ensure that adequate notice is provided for an AGM, and failure to do so can potentially invalidate decisions made at the meeting. The requisite time for notice of member meetings is often in the bylaws of an organization but, absent this, the Act you are incorporated under will prescribe what adequate notice is. Be particularly aware of the terms “at least” or “not less than” when used in conjunction with a number of days as this may require you to provide an extra day or two of notice than you would otherwise expect.

4. Quorum: In order to hold an annual general meeting, quorum of the members will need to be obtained. The bylaws of an organization often stipulate what quorum is but, absent this, the default under the Act you are incorporated under will determine what quorum is for a member meeting.

5. Financial Statements: Financial statements will need to be prepared and approved by the directors before they can be presented to the members at the AGM. Members do not need to approve financials at an AGM but instead are simply presented the financial statements that have been approved by the directors. If you are a BC society, review your bylaws for specific audit requirements. If you are an organization incorporated under the Canada Not-for-profit Corporations Act, there may be financial review requirements that apply to your financial statements and you may be required to provide the financial statements along with the notice of meeting.

If you have any questions related to member meetings or any of the above points, please do not hesitate to contact one of our lawyers to assist.