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 law lets you decide the amount of notice you have to give members before you hold a members’ meeting. But this notice cannot be less than 10 days or more than 50 days before the meeting.

You must give members your financial statements, or a summary of them, at least 21 days before your annual meeting. The regulations may change this rule, but they haven’t been published yet.

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

The ONCA lets you decide if you want to allow proxy voting. Proxy voting is when a member who can’t go to a meeting lets the nonprofit know that someone else will go to the meeting and vote instead of them. That person is called a proxyholder.

If you decide to allow members to vote by proxy, the ONCA says your articles or bylaws must say this. And if you don’t want non-members to be proxyholders, your rules must also say that.

The ONCA also allows you to hold meetings and votes, electronically. This means members who can’t go a meeting held in-person can still vote by online.

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. Electronic voting allows members who can’t go to a meeting to still vote. This means you don’t need to have proxy voting.

 

Reviewed: May 2014