Changes re: meetings and votes

Meeting Notices

The ONCA requires you to hold at least one meeting of members every 15 months. The ONCA gives guidance on what you need to cover at the meeting. You need to give members the text of special resolutions and enough details in advance to “permit a member to form a reasoned judgment on the business.”

The legislation allows you to set a notice period of between 10 and 50 days for members’ meetings. However, you need to provide your financial statements to members no less than 21 days before an annual meeting.

Your bylaws should set out how and when you give notice to members about meetings. You can also set a “record date” — a cut-off date that determines who is a member of your nonprofit for the purpose of the next meeting.

Set your annual meeting date to allow enough time to complete and circulate your financial statements to members at least 21 days in advance of the meeting. Think about establishing a “record date” so it’s clear who is a member at each meeting.

Voting and Proxies

Under the ONCA, you are required to provide members a proxy form (which will be provided in regulations) and a way to vote by proxy if they cannot attend a meeting. Members are allowed to give their proxy to anyone. Proxy holders do not need to be members of your nonprofit.

However, the ONCA allows you to hold meetings and votes electronically. This means that, even for face-to-face meetings, allowing absent members to vote by email or other ways online counts as allowing them to vote.

If you decide to use electronic voting, think about how you will ensure that only authorized people are able to vote and that their vote is a “secret ballot” if that is what’s required or requested. Is there a third party or service that can oversee authorization to vote and count the electronic votes so the nonprofit won’t know how each member voted?

How will absent members vote on motions that are raised during a meeting? You can require that all motions be submitted in advance, or you can have a ratification period after the meeting so proxy holders can vote on resolutions that came up at the meeting.

You need to provide a way members can vote if they don’t attend a meeting. Think about whether you can use electronic voting instead of proxies.

Reviewed: May 2014