Your association can apply to delay the date of its Annual General Meeting (AGM). The Canada Not-For-Profit Corporations Act (CNCA) requires that AGM’s must be held within six-months of the yearend. This is a challenge for federally incorporated associations whose yearend is December 31st and who have traditionally held their AGMs at the same time as their annual conferences.

One association, before becoming one of our association management services clients, spent over $5,000 changing its fiscal year (where legal fees and the cost of an additional audit are included) to June 30th so that they could hold their AGM in November.

Delaying Your AGM: Getting Authorization

Section 160(2) of the CNCA allows for extending “the time for calling an annual meeting if the Director [of Compliance at Industry Canada] reasonably believes that members will not be prejudiced.”[1]

The process to apply for an extension is simple and there is no cost. All you need to do is write a short letter to:

Corporations Canada
Industry Canada
235 Queen Street
C.D. Howe Building
Ottawa, Ontario
K1A 0H5

We applied for and received two extensions on behalf of association management services clients, using the suggested format of the letter found at Additional Information about Decisions Made by the Director Appointed under the NFP Act 

The contents of our letters included:[2]

  • Statement of the decision being requested

In the Matter Concerning the Director appointed Under the Canada Not-for-profit Corporations Act and the [insert the legal name your association, its Corporation Number, and Business Number; you can find both these numbers at https://www.ic.gc.ca/app/scr/cc/CorporationsCanada/fdrlCrpSrch.html]

  • Why you are applying for either a one-time or multi-year extension; multi-year extensions are limited to up to five-years, but you are able to reapply
  • The test for an extension pursuant is that your members would not be prejudiced by the extension. This means your letter must contain arguments explaining why your members would not be prejudiced by delaying the calling of the AGM

Industry Canada sees the biggest potential source of prejudice to members as the provision of audited/review engagement financial statements in a timely manner

  • For a single year extension, your letter should state:

You will send annual financial statements to members within six months of the previous financial year-end, as contemplated by section 175(1) of the CNCA

Notifying members of the exemption, if granted, and its terms shortly after the issuance of the exemption

  • For a multi-year extension, in addition to the above, your letter should also state:

Members will be sent unaudited interim financial statements for each ongoing financial year up to the most recently completed quarter (or an earlier quarter if there is insufficient time to produce them) before the AGM

Members will be asked to demonstrate their support for the extension by passing a special resolution at each AGM

  • End your letter by stating “As a result of the above conditions, we believe that the [insert the name of your association] members would not be prejudiced by granting the extension as requested.”

More About Delaying Your AGM and the CNCA

Other Strauss articles about the CNCA include:
Key Timing Milestones under the Canada Not-for-profit Corporations Act
Tips and Traps for Continuance under the Canada Not-for-profit Corporations Act – Part I and
Tips and Traps for Continuance under the Canada Not-for-profit Corporations Act – Part II

As an event and association management services company, we present the above article for informational purposes only. It constitutes general information; it does not constitute legal or other professional advice, and you may not rely on it as such.

[1] These suggestions are adapted from information provided to us by Industry Canada.
[2] laws.justice.gc.ca/eng/acts/c-7.75/page-41.html#docCont (retrieved March 23, 2015).