Member and board meetings
This page explains the legal requirements of Ontario nonprofits to prepare for and conduct meetings of members, also known as annual general meetings or AGMs, and board meetings. Resources are not up to date for federal nonprofits.
It is important to know what must be done before and during these meetings. If you don’t, then you may miss an important item or unfairly exclude someone in a way that could make decisions taken at the meeting legally invalid.
Meetings of members
Unless all members of the corporation sign a resolution that deals with the business that would have otherwise needed to be conducted at the meeting, you have to have a meeting of members at least annually (see slide 22). There are also some special procedures to allow members or directors to call a special meeting of members (see slide 15).
If you are incorporated under Ontario’s Corporations Act (OCA), you are required to have members.
Your bylaws should say how people or organizations can become members of your nonprofit and also how they can stop being members. (s. 129(1)). If your nonprofit has no valid members, it can ask the court to appoint members. If you think you have no members, you may need to talk to a lawyer.
This resource answers common questions about meetings of members including:
- when and where they have to take place
- what happens at them
- who has to be informed about them
- how participants have to be notified
Note: The resources linked above do not reflect changes in Bill 154. Now, unless your bylaws do not allow it, you can have meetings of members over the phone or electronically. You can also give notice of a meeting of members electronically.
Financial review in some form is a legally required part of any annual meeting of members. An audit is a particularly stringent form of financial review. Learn when an audit is legally required and when it isn’t.
Note: This resource does not reflect changes in Bill 154. Now, if your nonprofit receives less than $100,000 in revenue in a year, you can waive an audit for that year with 80% of the votes in favour at a meeting of members.
Your nonprofit’s board members must meet soon after it is incorporated to “organize the corporation”. Ontario’s Incorporator’s Handbook (section 4.1) explains some important things that must get done at this first meeting. After that, the board must meet at least twice a year before and after the meeting of members. It must meet before the meeting to approve the financial statements to be shared with members before the meeting of members. It must meet after the meeting of members to appoint officers. The board should also meet throughout the year to run the nonprofit.
Get answers to many common questions such as when board meetings need to happen and what rules they must follow. (Scroll down to ‘Directors’ meetings on p.2)
Learn who is allowed to attend board meetings in the article Why shouldn’t all Our Meetings be In-Camera? (scroll down to p.5).
Unless your letters patent or bylaws say differently, the presence of a majority of board members is legally required to hold a board meeting. For more information on minimum attendance for a provincial corporation‘s board meeting see The Purpose and Effect of a Realistic Quorum (scroll down to p.5).
Reviewed: March 18, 2020