COVID-19 &

Governance

Non-profits have been left with many questions around how to safely and effectively govern their organization while accounting for physical distancing measures and limited capacity. This page contains guides and resources on Annual General Meetings, board meetings, bylaws, and more.

  • Annual General Meetings
  • Virtual Board Meetings

Earlier this year, the Government of Alberta’s response to the COVID-19 pandemic with temporary suspensions of deadlines for non-profits to hold their Annual General Meetings and file annual returns. As of August 15, 2020, this Ministerial Order (no. SA:009/2020) has been lifted and is no longer in effect.

This Ministerial Order was issued as a temporary measure under the authority of the Public Health Act; that is, the suspension was in effect for the duration of the state of public health emergency and for the 60 days following. The state of public health emergency was lifted June 15, and therefore the requirements and regulations will revert to normal on August 15.

What this means for your non-profit

For organizations incorporated under the Cooperatives Act or Societies Act, the requirements and related regulations for holding annual general meetings are reinstated.

While precise dates for meetings may vary by organization, any Annual General Meeting that was suspended due to the Ministerial Order will be required to take place as soon as reasonably possible after August 15.

In-person meeting requirements are also reinstated. All provincial and municipal public health restrictions still apply, including regarding maximum sizes for indoor and outdoor gatherings, physical distancing, and mask-wearing, where applicable. See the Government of Alberta’s website for current provincial restrictions.

Organizations that are considering or have planned online meetings should confirm with their bylaws what is permitted, and to speak to legal counsel. 

In addition, provisions that require access to physical documents at offices or at AGMs resume.

Further Recommendations for AGMs

Organizations should begin planning any required meetings now.

Because each organization’s experience will vary based legal requirements and additional requirements in its bylaws, it is highly recommended that organizations work with legal counsel to determine the date by which they must now hold any delayed Annual General Meetings, and any additional obligations that must be met.

Requirements for Filing Annual Returns

Annual return filing timelines have been reinstated. Organizations that delayed filing must file their annual returns after their AGM.

Impact on Charitable Organizations

Under the Charitable Fund-raising Act, the requirement for a fund-raising business to deposit monetary contributions into the charitable organizations bank account within 3 days will resume.

Under the Charitable Fund-raising Regulation, the 3-month extension of expiry dates will be removed. The time period for the registration of a charitable organization and the time period for the licence of a fund-raising business will revert to 12 months, maximum.

Please read our Quick Tips overview of what this means for your organization.

For more on the legal side of these changes, we encourage you to read this piece from IntegralOrg.

Our friends at the Ontario Nonprofit Network (ONN) gave us permission to adapt their helpful guide to facilitating Virtual AGMs for Alberta audiences.

The guide includes answers to key questions; recommendations on platforms and roles; and tips and tricks learned along the way.

Virtual AGM Facilitation Guide 

The Government of Alberta has officially announced that non-profits and societies can postpone Annual General Meetings and filing of annual returns until meeting restrictions are lifted.

Additionally, cancellation or dissolution processes for societies and non-profit companies that have not filed previously outstanding annual returns are suspended until further notice.

More information is available here

We’ve received updates from the Government of Alberta in regards to Annual General Meetings during the production of this document. This is the announcement we have received from Service Alberta:

Both for-profit and non-profit entities may postpone their annual general meetings for a period of 3+ months.  This is effective immediately and runs to the end of June 2020.

Corporate Registry will suspend the monthly processes used to dissolve or cancel registrations for both profit and non-profit entities, including cooperatives, for a period of three months beginning April 2020. 

We are waiting for an official communication from the Government of Alberta on their website and will link it here once we have it.

Non-profits and for-profits alike are wondering how to respond to COVID-19 preventing the hosting of Annual General Meetings (AGMs). This annual convening helps organizations connect with members, shareholders, stakeholders, and the general public. They are often required by legislation (Alberta’s Societies Act, for example) or otherwise by an organization’s constitution, charter, or bylaws. 

These meetings are necessary for governing bodies to fulfill various duties, including electing new members, receiving information from the previous year, reviewing financial health and standing, or making changes to bylaws. 

For those worried because you have an AGM in the very near future and do not know how to proceed: the first thing you should do is reference your organization’s bylaws.

It’s important to understand the limitations your bylaws set for your AGM. There are many details in your bylaws to consider and specific language to watch out for. For example:

  • Do your bylaws specifically dictate an AGM format that cannot be fulfilled virtually?
  • Are there rules on voting, voters bring physically present, penalties for a delay, etc. 

Common standards for bylaws will generally leave you with two possible options:

  • Defer your AGM to a later date in 2020 – if your bylaws are vague and do not set a restriction on a time period or date, you do have an option to delay the AGM further into the year, allowing you to prepare to a better degree. It may be wise, if possible, to consider virtual options for your AGM even at a postponed date. It’s difficult to predict how (and for how long) the pandemic will proceed in 2020, and it could create opportunities to shift format for future AGMs. 
  • Hold a virtual AGM – if your bylaws set a strict date or date range for your AGM, and there are no other complicating factors in your bylaws, you have an option of hosting a virtual AGM. This approach is increasing popular in common practice, with non-profits responding to changes in work styles and advances in technology. This document will help provide some resources for you. 

Common Questions

If your bylaws do not state that the meeting MUST occur in a physical place, or that voters MUST be physically present,  or that virtual means are NOT allowed, then you should be able to host a virtual AGM.

Hold tight, we are in conversations with Service Alberta to address this piece, as it is an extremely common issue non-profits are facing. Feel free to check out this article as it may set precedent in this difficult time. 

Additionally, many governance advisers are evaluating the context and possible interpretations of “in person” requirements. For example, it’s fairly easy for a person to be virtually present at a live event (e.g., through FaceTime or another videoconferencing platform) in such a way as to receive information, participate in discussions, and cast a ballot to the same effect as somebody who is physically present. 

Make sure to be thorough when looking at the language of your bylaws. Consider your attendance and quorum: how will it be verified virtually? What is your method of voting? What is your method for motions? Can motions be brought on from the floor? Does your virtual system have the capacity to do that? It may seem like quite a bit task, but so is planning a standard AGM.  Take it step by step to ensure that you do have the capability to host one virtually.

The first step is to identify a software that would work best for you. A few popular choices to consider are Zoom or GoToWebinar. 

Next, you will need to contact your members with enough notice and explain the process to the best of your ability. Here’s a link that could be helpful in answering some of your questions on the specifics of virtual AGMS. One key recommendation we have is to ensure that you have staff or volunteers dedicated to tech support throughout your AGM to troubleshoot and assist those that need it.

If you decide to hold your AGM virtually, let us know how it goes. Pass your learnings to us so we can share more broadly with the sector and learn from each other. Community is essential to keep us moving forward.

This document was produced in partnership by ECVO and FuseSocial. If you have any other questions about your AGM, please fill out the form below. 

Many non-profit boards face the prospect of postponed or canceled meetings and a limited ability to carry on with necessary governance work. Rather than struggling to pass motions and collect votes via email threads, we’ve developed a guide to support boards in shifting their work into the virtual space.

Preparation: Consider your bylaws

Always be sure to reference your organization’s bylaws and take note of any that provide limitations on meeting space, structure, and timing. Take these into account before presenting the decision to your board.

In most cases, you must bring a motion to your board to allow virtual meetings to occur. Here’s are templates for you to use, if you like:

Information and Justification:
As per Alberta's Chief Medical Officer we will be practicing social distancing to flatten the COVID-19 curve. In order to support our board in these actions we will be moving to virtual board meetings and decisions. These actions will require our board to temporarily modify our behaviour in contravention of our bylaws and policies, only around meeting in person, to comply with current legislative restrictions.

Motion:
“We move that for the term of the implemented social distancing practice our board will be making all decisions and holding all meetings through virtual or other distance methods. As such we will reasonably track our conversations and decisions in order to ensure proper minutes and accountability for the actions and decisions we make. The board will be using [Loomio.org or other online tool] as a conversation and decision-making platform supported by virtual gatherings/meetings either by conference call or video chat. Record management and member rights and privileges will be maintained as best as possible in accordance with our current bylaw clauses.” .

After shifting online, there are three key transitions you will need to work through as a board, including the shift to the virtual space, discovering and understanding the functionality of it, and then the ongoing process of learning and adapting in order for your organization to have the most success in this uncertain time.

Step 1: Select a Platform

Once the decision has been made to go virtual, your board can move forward and select a virtual space for your meetings.

In this step, explore options of platforms suitable for your board. Consider questions such as: does it fit the needs of your current meetings? Will it be difficult for the board to understand? How can you engage board members in facilitating the transition?

Platform Options for Meetings

Several platforms offer free options with restrictions such as meeting length and number of attendees. In most cases, we suggest using a platform you are familiar with or a company whose other applications are widely already in use by your board. 

Popular and effective options include:

Options for Ongoing Dialogue

It’s important to consider how your board will facilitate ongoing discussions and decision-making between members, including conversations between meetings, holding votes, and collecting information. 

We suggest using tools your board is already familiar with and, if possible, integrate with your video meeting software. Options include:

Additional apps are available that may help specific aspects of your board work, like voting. If your board is confident with adding additional tools, you may find this to be an opportunity to trial apps for long-term use. As an example:

Regardless of what platforms you choose, ensure that you consider your fellow board members’ opinions and ensure that the tool supports the accessibility and inclusion of the whole board. You want to ensure everyone can access this technology or have some means to partake in the board meetings. Some one-on-one training, or resources and videos could be helpful in preparing everyone for the first meeting.

Step 2: Assess Functionality

Functionality is a key element to consider for adding a new platform to your board proceedings. Once a platform has been selected, we suggest exploring how your meetings will need to adjust to ensure all parties are prepared, informed and comfortable moving forward and making decisions virtually.

Take some time to test the various functions and ensure at least one board member understands the functionality of the new platform. Questions to consider are: Does your current meeting have a speakers list? If so, how will that need to adjust in the virtual space? It’s important to consider every element of your board meeting and understand how it will translate virtually.

Voting

Voting is one element to heavily consider. Understand and ensure communication is clear on how the board will make decisions and vote in the virtual space. 

We strongly discourage email voting, as the ability to amend, edit and have lively discussion is significantly diminished. Especially with regards to voting, take the time to understand the functionality and limits of your technology and communicate thoroughly with all board members. 

Keep in mind, technology is merely a tool rather than a solution.

Step 3: Assess Processes

Your first meeting will not be perfect. You will likely have to remind someone to mute their microphone, or someone’s camera will inevitably not function correctly, or someone won’t be able to login. Remember, it’s a learning process for everyone; it can be challenging and frustrating at times, but keep in mind that you’re building your board’s capacity in following through with such a transition.

In the future, if emergencies occur, your board will benefit from having tools and processes settled in advance. Long term, as more boards incorporate virtual platforms into their proceedings, you may find that this shift will create new opportunities for your board even in more stable times.

Be patient, work together and help each other out. This is an adjustment for everyone, and this process can be viewed as a great team building activity.

Lastly, we strongly recommend reading more on best practices and tips for online meetings and remote conversations. We encourage you to read GoToWebinar’s  online meeting etiquette or Beth Kantor’s Running Effective Virtual Nonprofit Meetings.  These are great resources to share with your board prior to the next meeting.

Although this pandemic may have halted organizational operations, governance must go on.

If you have any questions, feel free to reach out to us at [email protected]. We’re happy to help. 

This guide was produced in partnership by ECVO and FuseSocial.