Every now and then I see my office neighbour Nick Pasquino running off to an annual general meeting (“AGM”).  He says that he regularly attends AGMs and is often reminding not-for-profit organizations about the rules governing such meetings.  He also says that it isn’t surprising for an organization to easily go offside of the rules.  I asked Nick to provide a reminder on some of these rules.   

Question:  What’s the first thing a not-for-profit organization should do when it comes to AGMs?
 
Nick:  It should determine when the AGM will occur and diarize it.  It’s easy to let the date slip by.  There are rules imposed by the relevant law applicable to the organization.  For example, federal non-share capital corporations are typically required to hold AGMs within 6 months of the fiscal year end, and no more than 15 months from the previous AGM. 
 
Question:  Do certain people need to attend the AGM? 
 
Nick: Members!  Members are the people that attend AGMs.  In some cases organizations will have voting and non-voting members, and some groups or classes of members will be entitled to notice while others won’t.  Check your letters patent / articles / by-laws to determine what members must get invited to attend. 
 
Question:  What if the required people do not attend the AGM? 
 
Nick:  There is typically a minimum number of members required to call a meeting to order.  This is called “quorum”.  Unless you meet quorum, you legally can’t conduct any business and need to adjourn until you get a sufficient number of members present.
 
Question:  Is there another aspect of AGMs that can go wrong?
 
Nick:  Yes, there are a number of other aspects that can go wrong, but the last one I will mention is what can be discussed at AGMs. As everyone knows, organizations must send out advanced notice of the meeting to all members, so people are aware of the meeting and show up.  What people sometimes don’t realize is that the notice must adequately describe all business that will come before the meeting.  This is because members decide whether or not they are going to attend based on reviewing the notice to see what business will be discussed at the meeting.  It follows, therefore, that the only business that can be discussed at the meeting is what is in the notice because raising other business without notice would be prejudicial to members who are not at the meeting.  Many not-for-profit organizations find themselves in hot water from time to time because they allow members to raise other business from the floor which is not legally valid because of insufficient notice.  So be careful!
 
There you have it – a few things to be aware of in terms of your next AGM.