The Strauss Blog

Is your Association’s AGM in Jeopardy? Solutions to Cope with the Pandemic.

Annual General Meeting (AGM) season is underway for associations with a fiscal year end of December 31. The purpose of these mandatory meetings is for the board of directors and management to share reports, financials and updates and to allow members of the association to ask questions and share their voice.

The current COVID-19 outbreak has banned all group gatherings (number varies by province). In many cases, this legislation would prohibit an association’s AGM from occurring in the next couple of weeks/months as a traditional in person meeting.

As an association management company (AMC), we need to stay on top of the options for national associations to consider for holding their annual general meeting. This article provides some options for your association to consider while planning alternatives for your AGM. The following options will be further discussed below:

  • Change the date of the AGM
  • Apply for a date extension (depending on legal status of the association)
  • Electronic options
    • Hold the AGM via telephone
    • Hold a virtual AGM

Change the Date of Your Association’s AGM.

The Canada Not for Profit Corporations Act, which governs most national associations, requires AGMs to be held within six months of the organization’s year end. Meaning, for those with a fiscal year end date of December 31, the latest date you could hold an AGM would be June 30.

Associations could consider simply moving their AGM to the latest possible date within this six-month window. The biggest downfall of this is that, during these uncertain times, we do not know what June 30 will look like in Canada related to the COVID-19 pandemic.

Apply for a Date Extension

Another option is to further postpone your AGM by applying for an extension to hold your AGM outside this six-month window. For more information on this process and clear directions,  please read my colleague’s article about Corporations Canada and AGMs. Note, the Canadian Society of Association Executives of Canada has asked Corporations Canada to allow for an exemption to the six month rule, but that is not currently in place as of March 26, 2020.

The implications and possible complications of applying for an extension are:

  • Securing a new date and finding an available meeting venue.
  • Will your members be willing and able to travel by this new date?
  • Will your application be approved by Corporations Canada?

Electronic Options

There are a few more options for associations to consider; some associations could conduct their AGM electronically. Please read the following article to help your association to decide if holding an electronic AGM is an option.

Two alternate methods for conducting AGMs include telephonic and virtual AGMs.

The very first question you must answer is “Do your association by-laws allow for these types of annual general meetings?” There must be a statement included in the by-laws that members can meet by telephonic, electronic or other communication facilities before considering a virtual or telephonic AGM. The platform that you choose must also allow for participants to communicate effectively.

Telephonic AGMs

Telephonic AGMS are a good option to ensure your members can participate in the annual general meeting and to create an opportunity for member to ask questions to the board of directors and management.

To read more about telephonic AGMs, please read a blog written by my colleague.

There are companies who can manage the voting process for your organization; this can take the stress of the meeting off the board and management.

The benefits of holding an AGM by telephone are:

  • No need to rent meeting space
  • The appearance of the association being reactive and adaptive
  • There may be more members in attendance of the meeting
  • Attendees can participate from whatever their location is, especially if they are working remotely due to Covid19
  • Reducing carbon footprint by not having people travel to a meeting

Pitfalls of a telephonic AGM could include:

  • There would be no chat box or hand raising option; difficult to manage discussions
  • A lack of personal connection for attendees

Before your meeting, create rules of conduct for the meeting and establish a question and answer protocol. Ensure that this information is communicated clear to the members before the meeting. It would be even better to set up a question form for members to fill out before the AGM to be addressed during the call.

Virtual AGMs

Virtual AGMs are a great option for national associations, especially during the imposed travel bans we are currently facing. Some additional benefits of virtual AGMs include:

  • Not having to rent meeting space
  • Increased attendance members
  • The organization has the appearance of being current with technology and with the needs of members
  • Attendees can participate from whatever their location is, especially if they are working remotely due to COVID-19
  • Reducing carbon footprint by not having people travel to a meeting

Pitfalls can include:

  • Difficult to manage discussions and voting
  • Possible IT and connection issues for participants
  • A lack of personal connection for attendees
  • Requires research to select the best software for your needs and budget

Before your meeting, create rules of conduct for the meeting and establish a question and answer protocol. Ensure that this information is communicated clear to the members before the meeting. It would be even better to set up a question form for members to fill out before the AGM to be addressed during the call.

Both above options need to address the rules around confidential votes. Many platforms do allow for this. As you search for the best option for your association, ensure that it can meet your needs for confidential voting. In addition, ensure that you have discussed the options with your legal counsel, and that the decision you make is best suited to your organization.

In conclusion, the best advice for your association is to react to the changes affecting organizations across Canada with a positive and optimistic approach. There are many options to proceed with regular association business. Work with your management teams and volunteer leaders decide what method is best for your association’s annual general meeting.