Most CNCA corporations have had at least one AGM governed by the
new legislation; a number of questions arose from those
experiences. We thought it would be helpful to post a few reminders
about the AGM process under the Canada Not-for-profit Corporations
The AGM must be called within 15 months of the previous AGM,
but in any event, not later than six months after the
corporation's financial year end.
The location of the AGM must be in Canada at the place provided
for in the by-laws. If a place is not provided for in the by-laws,
then the directors may determine the place of the AGM. The AGM may
be held at a location outside of Canada if all of the members of
the corporation vote and agree to hold the AGM outside of Canada or
if the articles allow.
The AGM may be held by electronic means if the by-laws so
provide and if all of the members agree to conduct the AGM by
electronic means. "Electronic means" typically involves a
telephone or video conference.
The corporation may provide for a mechanism for absentee voting
for its members in accordance with the regulations to the CNCA
(e.g. proxy voting), and if the by-laws provide for an absentee
voting mechanism, the procedure must be set out in the
The corporation must deliver notice of the AGM:
to the members of the corporation in accordance with the
by-laws and in any event, no later than 21 days before the date of
to the directors of the corporation no later than 21 days
before the date of the AGM; and
to the public accountant (if any) no later than 21 days before
the date of the AGM.
If the corporation is transacting special business at the AGM,
the notice of the AGM must state the nature of that business in
sufficient detail to permit the members to form a reasoned judgment
on the business and the text of any special resolution to be
submitted at the AGM.
At least 21 days prior to the AGM, the corporation must deliver
to the members, and if the corporation is a "soliciting
corporation", then also to Corporations Canada, the financial
statements of the corporation for the most recently completed
The corporation must conduct the following business at the AGM:
place before the members the financial statements of the
corporation for the most recently completed financial year;
elect directors, by ordinary resolution, to hold office for a
term not exceeding four years;
appoint a public accountant, by ordinary resolution, to hold
office until a successor is appointed; and
if the corporation is a "designated corporation",
then the members of the corporation may pass an unanimous
resolution waiving the requirement to appoint a public accountant
and such waiver will be valid until the next AGM;
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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