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

When holding an Annual Members Meeting under the Ontario Not-for-Profit Corporations Act (ONCA), we must follow specific rules to ensure compliance and smooth operation.

These meetings are mandatory and must happen at least once every 15 months, usually within six months after the fiscal year ends.

Key points include giving proper notice to members, sharing financial statements clearly, and following bylaw procedures for voting and member participation.

We need to give members written notice at least 10 days before the meeting, but not more than 50 days in advance.

Financial documents must be available at least five days before the meeting.

Setting a record date determines which members are eligible to vote.

Members can waive their right to notice by attending the meeting even if they did not receive it.

Legal support can help us meet these requirements and reduce the risk of mistakes during the meeting.

ONCA Requirements for Annual Members Meetings

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.

Want to understand why AGMs matter for nonprofits in Canada? Explore our guide on the importance of Annual General Meetings for Canadian charities and nonprofits.

Notice of Meeting and Record Date

When preparing for an annual members meeting under ONCA, we must plan the timing and distribution of the meeting notice carefully.

Setting a record date is also important to determine who can receive notice and vote.

These steps ensure transparency and compliance with our bylaws and letters patent.

Minimum Notice Requirements

We must provide members with proper notice of the annual meeting within a specific time frame.

ONCA requires a minimum of 10 days’ notice, and notice cannot be sent more than 50 days before the meeting.

This gives members enough time to prepare.

The notice must include:

• Meeting type (annual members meeting).
• Date and time of the meeting.
• Location or details for electronic participation.
• Agenda or topics for discussion.

We must send financial statements or summaries to members at least 5 days before the meeting.

This allows members to review documents and make informed decisions.

If our bylaws or letters patent have different notice rules, we follow those as long as they meet ONCA’s minimums.

Notice Recipients

We need to send notice to all voting members, directors, and auditors.

This usually includes:

• Voting members as of the record date.
• Current directors.
• Auditors or review engagement officers.

If our bylaws require notice to other groups, we include them too.

Notice can be given in person, by mail, email, or other agreed methods.

If a member attends the meeting without receiving notice, they waive their right to notice under ONCA.

Setting and Using a Record Date

The record date identifies members eligible to receive notice and vote at the meeting.

We can set this date in our bylaws or by board resolution.

It is usually set several weeks before the meeting to allow for preparation.

Members who join after the record date do not get notice and cannot vote at that meeting.

This prevents confusion about voting rights.

We must communicate the record date clearly to members and ensure it matches our bylaws or letters patent.

By setting and respecting the record date, we keep our meeting’s integrity and member participation clear.

Preparing and Distributing Financial Information

We must provide clear and timely financial information to members before the annual meeting.

This includes meeting deadlines for sharing financial statements and choosing between audit or review engagement reports.

Proper preparation helps members make informed decisions and ensures compliance with ONCA rules.

Financial Statements Requirements

We must send financial statements or summaries to members at least five days before the annual meeting.

These statements must reflect our financial year and include any information required by our bylaws or articles.

All members can request full financial statements, but we do not have to give copies to everyone automatically if we provide summaries.

For public benefit corporations, financial statements show transparency and accountability.

We can set a record date to determine which members receive financial information and can attend the meeting.

We send notices by mail, email, or personal delivery to the most recent address on file.

Audit and Review Engagement Options

ONCA allows us to choose between having our financial statements audited or reviewed.

An audit gives a higher level of assurance but usually costs more and takes longer.

A review engagement offers limited assurance and is less expensive but still adds credibility to our reports.

Our choice depends on the size of the corporation, regulatory requirements, and member expectations.

Public benefit corporations may need audits or reviews to maintain trust.

We must have audit or review reports ready in time to distribute before the meeting.

This ensures members have reliable financial information to discuss and vote on during the meeting.

Membership Participation and Voting

When we hold annual members’ meetings, we must know who can attend and vote, how members can participate through proxies or proposals, and what rules set quorum and voting steps.

These details help us run meetings fairly and follow Ontario’s rules under ONCA.

Who May Attend and Vote

Members with voting rights on the record date set by our bylaws or a resolution can attend and vote.

The record date serves as a cutoff, so only members listed by then are eligible.

We must notify all voting members about the meeting.

If a member attends without receiving notice, they waive that right.

Meetings usually happen in Ontario unless all members agree otherwise or the articles allow an out-of-province location.

Only members eligible on the record date can vote, and new members joining after that date cannot vote or attend.

Proxies and Member Proposals

Members can appoint a proxy to attend and vote on their behalf if our bylaws or policies allow it.

Voting members also have the right to submit proposals to bring up new topics or nominate directors.

We must consider and discuss these proposals at the meeting if they are submitted within set timelines.

This lets every voting member raise issues and influence our nonprofit's direction, even if they cannot attend in person.

Quorum and Voting Procedures

Quorum is the minimum number of members who must attend to hold a valid meeting.

Our bylaws define this number or percentage to ensure decisions represent enough members’ input.

Voting methods include show of hands, ballots, or electronic voting if allowed.

Most decisions need a majority vote of those present unless bylaws or ONCA say otherwise.

Members must have enough information, such as special resolutions text, to vote in an informed way.

We follow these procedures to make sure our meetings are legal and transparent.

Director Elections and Governance Business

When we hold annual members' meetings under ONCA, we must follow rules for electing directors, confirming their qualifications and consent, and managing board composition.

We also need to know how special resolutions can impact governance decisions during the meeting.

Electing Directors

We must hold elections for directors at every annual meeting unless the bylaws say otherwise.

Members vote to elect or re-elect directors, keeping the board up to date with the group’s needs.

Nominations must follow procedures set in the bylaws.

We need to give voters information about each candidate so they can make informed choices.

We must record election results accurately.

Directors’ terms usually last until the next annual meeting unless a special resolution sets a different term.

Director Qualifications and Consent

Before someone can serve on the board, they must meet qualifications in our bylaws or under ONCA.

This often means being a member of the corporation and not being disqualified by law.

Directors must give written consent to hold office, usually within 10 days after being appointed or elected.

If they do not give consent, they are not considered to have accepted the position.

This written consent confirms directors understand their roles and agree to act in the corporation’s best interests.

Board Composition and Special Resolutions

The number of directors is usually set by a special resolution passed by members or decided by directors if allowed by the bylaws.

Special resolutions are also used for important governance decisions during the meeting, such as changes to the board’s size or structure.

The board cannot have more than one-third of directors as appointees, ensuring fair representation.

We must follow procedures for special resolutions, including proper notice and voting thresholds, to keep our governance compliant with ONCA.

Bylaws and Governing Documents Compliance

Our bylaws and other governing documents must comply with ONCA.

This means reviewing and updating them to reflect new rules about meetings, membership, proxies, and director roles.

We also need to file these documents with the Ministry of Public and Business Service Delivery as required.

Ensuring Bylaws Align with ONCA

We must check that our bylaws match ONCA’s requirements.

ONCA changes rules about proxy voting, member proposals, and director elections.

For example, proxies are only allowed if our bylaws permit them.

Our bylaws must state how members can submit proposals during meetings.

Rules about board size and director consent may have changed, and we need to update our documents accordingly.

Using ONCA’s standard organizational by-law as a reference can help us draft compliant documents.

This reduces the risk of invalid decisions or disputes at meetings.

Transition Period and Updates

ONCA gave a three-year transition period from October 19, 2021, to October 18, 2024, to amend and file governing documents.

Corporations incorporated before October 19, 2021, had to use this time to review their articles and bylaws.

If we missed this deadline, we should update and file documents as soon as possible with the Ministry.

We must adopt recent changes by special resolution or as our current bylaws require.

If we fail to update our documents, we may lose the authority to hold proper meetings or make valid decisions under ONCA.

Legal Advice and Record Keeping

Getting legal advice helps us make sure our bylaws follow ONCA’s rules. Legal professionals can explain complex sections like member rights and director duties.

They can also clarify meeting notice requirements. Our governing documents list the records we need to keep, such as registers of members, directors, officers, and meeting minutes.

ONCA updates these requirements to improve transparency. We must keep records accurate and accessible to members.

This helps us maintain good governance and meet the Ministry’s expectations.

Conclusion

Holding an Annual Members Meeting under ONCA requires careful planning. We need to follow legal requirements closely.

Giving notice on time, handling voting and records properly, and following our bylaws are important steps. These actions help ensure a successful meeting.

If you have questions about these requirements, contact B.I.G. Charity Law Group. Our team can help you understand ONCA rules.

Reach us at dov.goldberg@charitylawgroup.ca or call 416-488-5888 for support.

Visit CharityLawGroup.ca to learn more or schedule a free consultation using our calendar link. We are ready to help your organisation meet legal obligations smoothly and efficiently.

Frequently Asked Questions

You need to know the legal rules for annual meetings, their main goals, and Ontario’s specific requirements. It is also important to avoid common mistakes and prepare the right agenda and meeting papers.

What is the purpose of an annual general meeting?

The purpose of an annual general meeting is to provide a formal opportunity for members to review the organization's performance and participate in key governance decisions. It serves as the primary mechanism for organizational transparency and democratic participation, ensuring members stay informed about the organization's activities and have a voice in its direction.

What are the rules regarding annual general meetings?

Annual general meetings (AGMs) must happen once a year. Members must receive notice at least 10 days before the meeting and no more than 50 days ahead.

Financial statements must be sent to members at least 5 days before the meeting.

What is the main objective of the annual general meeting?

The main goal is to review reports like financial statements and audit results. Members also elect or reappoint directors and auditors.

This meeting keeps members informed and involved in decisions.

What are the rules for AGM in Ontario?

The meeting must take place in Ontario. If the bylaws do not set a location, directors choose one.

Notice can be sent by mail, email, or personal delivery to members’ last known addresses. Members can waive their right to notice by attending without objection.

What are common AGM meeting mistakes?

Common mistakes include sending notice too late or not sharing financial statements early enough. Missing special resolutions or ignoring quorum requirements can also cause problems.

We need to follow ONCA rules carefully to avoid these issues.

What are the mandatory contents of the agenda for an annual general meeting?

The agenda must include review and approval of financial statements, election of directors, appointment of auditors, and any special resolutions. Members should know all matters to be voted on before the meeting.

What are the main points that should be covered by an agenda and meeting papers?

The agenda should clearly list all business items.

Meeting papers must include financial statements and auditor reports.

They should also include texts of any special resolutions.

Providing these documents on time helps members prepare for informed decisions.