We thought we would post another reminder about AGM timing under the Canada Not-for-profit Corporations Act ("CNCA"). Section 160(1) of the CNCA requires a corporation to call an annual meeting of members not later than 15 months after the last preceding annual meeting but no later than six months after the end of the corporation's preceding financial year.
It may be difficult to change the timing of the AGM to comply with this provision. AGMs are often held at a specific time each year and tied to the membership year or a trade show or certain administrative requirements.
If changing the timing of the AGM is not feasible, there are two options available for consideration:
- Change the financial year end of the corporation (this may require a by-law amendment); or
- Apply to the Director appointed under the CNCA to extend the time for calling an annual meeting of members. There are some technical requirements in connection with making this application, but Corporations Canada has indicated that the extension may be granted for up to five years if the corporation:
- can show that no members of the corporation will be prejudiced by extending the time for calling the meeting;
- will inform its members of the extension and can demonstrate member support by ensuring that a special resolution in support of the extension is passed at each AGM that is held during the years for which the extension is granted; and
will provide ongoing financial disclosure to the members of the corporation.