Your AGM and the Societies Act
Not sure if you want to hold your meetings online? Or maybe your bylaws prohibit it? Speak with Scott Braley to navigate the compliance issues that non-profit societies may face due to COVID-19. Scott is available at sbraley@curlbc.ca.
The Provincial Government has provided some information on AGMs in this link below:
As a reminder, curling clubs, as societies in BC, are governed by the Societies Act, and by the club’s bylaws. The Societies Act sets out minimum standards and guidelines for how societies in BC are organized, and how they conduct society meetings and business. If the points below are not covered in a club’s bylaws, then a club can ‘default’ to the standards set out in the Societies Act. However, if a club’s bylaws do address one or more of the points below, then the club’s bylaws take precedence over the Societies Act, and clubs must comply with their bylaws.
The parts of the Societies Act that are relevant to our current circumstances include:
Section 71 which provides that a society must have an AGM between January 1 and December 31 of each year. Due to Covid-19 a ministerial order made on June 20, 2020, which allows societies to apply for an extension until November 1, 2020. So, in order to comply with the current orders from the Provincial Health officer, clubs may postpone their regularly scheduled AGM until November 1, 2021. What this means is that if a club is not able to have an AGM before December 31, 2020, it may do one of the following:
- File an annual report that states that No AGM was held;
- Request an extension to have your AGM on or before November 1, 2021.
Whether you hold your AGM as regularly scheduled, or you are moving it to a later time in the year, clubs must still provide the minimum notice of AGM set out in the Societies Act or in your bylaws. However, if you find yourself in a situation where you are not able to provide the minimum notice of AGM, you can ask your club members to waive the minimum notice and agree to a shorter period of notice. Section 79 provides that club members may waive notice of a general meeting or agree to a reduced period of the notice of a general meeting. If a club member attends the AGM, whether in person or via other means, that person has effectively waived their entitlement to the minimum notice requirements set out in the Societies Act or in the club bylaws. The only exception is when a club member attends the AGM to object to not having received the minimum notice requirements and challenging the legality of the AGM.
Section 83 of the Societies Act permits a society to participate in an AGM “by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.” So, clubs can hold an AGM via web or teleconferencing, unless your bylaws specifically call for an in-person meeting only. Clubs are not obligated to facilitate the use of any communications medium – meaning, clubs are not obligated to provide phones or laptops/desktops to facilitate an AGM by teleconference or by webconference. If holding the AGM by teleconference or webconference, clubs must ensure that the votes are conducted in such a way that it is clear how members are voting. So, it may be that everyone must be on video so that the club secretary/recorder can ‘count’ votes or you’ll actually have to take a poll of everyone who is on the teleconference. A club’s bylaws may provide some direction on how votes are taken at a meeting, so you’ll have to consider that as well when thinking about holding an AGM via teleconference and/or webconference.
If you decide to hold an AGM via teleconference or webconference, the AGM must meet the quorum set out in the club bylaws. And if quorum is not set out in the bylaws, then Section 82 of the Societies Act provides that you must have 3 voting members in order to transact business at the AGM. The following would be considered business at the AGM:
- Election/Acclamation of Directors;
- Presentation and approval of financial statements for the past year;
- Presentation and approval of the budget for the upcoming year;
- Amendments/revisions/additions to the bylaws;
- Any resolutions put forward by members;
- Any other matters that would require a vote by the members.