Hosting Your AGM Amidst COVID-19

Published April 6, 2020

Due to COVID-19, many organizations who have regularly hosted their annual general meeting (AGM) over the next few months now face uncertainty as to when they may do so in person. Although many sport leaders are adapting to the ban on public gatherings and utilizing technology to hold virtual and electronic meetings, there is still a great deal of uncertainty around what is considered to be a legal and constitutional AGM, and/or how to effectively host virtual AGMs and other member meetings.

This blog serves to share an update on the support and online tools that SLSG can provide for your meetings, as well as provide the latest federal update on annual meetings and the new emergency AGM regulations enacted in Ontario.

Support & Online AGM Tools

Determining whether your AGM can be held electronically depends on your jurisdiction, legislation, your bylaws, and potentially even your parliamentary rules and procedures. Ensuring compliance with these governing authorities is critical. Determining how to properly conduct an online meeting can also be challenging. You need to ensure that members can virtually access the meeting electronically, appreciate that participants may have a different knowledge of available technologies, plan and prepare for limitations including access to technology and unreliable connections. A key principle to honour is that your members’ rights cannot be compromised. Your online elections and voting must also be conducted fairly and transparently, and not be exposed to (or perceived to be exposed to) malpractice.

SLSG has two parliamentarians, Jason Robinson and Kathy Hare, who can support you in managing your meetings effectively and properly applying your parliamentary authority – which, it should be noted, is commonly referenced in an organization’s bylaws.  Kathy and Jason are also experienced in managing and supporting online meetings of members, including the use of platforms like ZOOM, Simply Voting, Google Meet and SLSG's GoToMeeting subscription.

To further support our clients, SLSG is investigating online voting platforms, that will support conducting elections and voting on meeting motions electronically. Several leading Canadian sport organizations have already used platforms like Simply Voting, such as Canoe Kayak Canada, Rowing Canada, Swimming Canada and Taekwondo Canada. SLSG will shortly be offering additional services to support sport leaders in hosting secure neutral, and well-managed online elections and votes. Please contact us to learn more.

Annual Meetings - National (Federal) Sport Organizations

On March 26 Corporations Canada issued an update on annual meetings of federal corporations during the COVID-19 outbreak (i.e. NSOs). The update outlines some options for federal corporations to consider to remain compliant under the Canada Business Corporations Act and the Canada Not-for-profit Corporations Act. These include exclusively virtual meetings (if authorized by the bylaws), or partially virtual meetings (combination of in-person and digital participation). It is also worth noting that if the corporation's bylaws prohibit virtual meetings or are silent on holding them, the board of directors may change the bylaws to allow it, with the change effective until the next meeting of members (who must ratify the changes or reject them).

The Government of Canada also notes that federal corporations may consider applying for a time extension when it would be considered detrimental for the corporation to call an AGM within the prescribed time frames. We believe that the COVID-19 pandemic would qualify as a reasonable detriment to hosting a timely AGM.

Annual Meetings - Ontario Sport Organizations

For sport organizations that are registered in Ontario, on March 31 the provincial government announced new AGM regulations to provide not-for-profit corporations more flexibility in hosting virtual meetings as well as extending the timeframe for their AGMs to be held. New Regulation 107/20 under the Emergency Management and Civil Protection Act states that corporations:

• May hold electronic/telephonic meetings of directors and members electronically even if the legislation (Corporations Act) or your bylaws say that you cannot.
• May extend the timeframe by which corporations under the Corporations Act and Business Corporations Act must hold AGMs, as follows:
  • Up to 90 days after the state of emergency is ended by the Ontario government
  • If the government ends the state of emergency within 30 days before your current deadline, then you have until 120 days after the state of emergency ends

Note these regulations are effective retroactively as of March 17 and any virtual meeting system must allow participants to communicate with each other simultaneously and instantaneously.

Annual Meetings - All Provincial/Territorial Sport Organizations

Most provincial/territorial legislations currently allow for electronic meetings, although it may require bylaw authorization. To our knowledge, other provincial/territorial governments have not yet issued special AGM regulations like that of Ontario, but we suspect that others will follow and we’ll keep tracking the latest news.

If you have any questions or need support with your AGM, we are to help! Please contact us at:
Jason Robinson - JER@sportlaw.ca, Kathy Hare – KEH@sportlaw.ca, or Steve Indig - SJI@sportlaw.ca