As Canada’s most connected event and association management company we are pleased to publish guest blogs by our partners. This post is written by Andrew Buck, a lawyer with Pitblado Law in Winnipeg, Manitoba.
Annual returns. AGMs. Financial statements.
The new Canada Not-for-profit Corporations Act (“CNCA”) was intended to introduce sorely needed corporate governance reform into the not-for-profit sector. While it has in large part done that, the CNCA still requires executive directors, CEOs and others who manage the day-to-day affairs of not-for-profit corporations to pay careful attention to a number of timing milestones.
This blog post is intended to consolidate those key milestones into one easy-to-access place.
We’ll start by focusing on requirements that relate to meetings of a corporation’s members.
|Meetings of Members|
|Holding the annual meeting of the members of the corporation.||For newly incorporated corporations, not later than 18 months after incorporation. Otherwise, no later than the earlier of: (1) 15 months after the previous annual meeting of the members; or (2) six months after the corporation’s financial year-end.|
|Members requisitioning meetings of members of the corporation.||If the directors of the corporation do not call a meeting of the members within 21 days after the members requisition a meeting, any member who signed the requisition may call the meeting.|
|Providing notice of meetings of the members of the corporation to members, directors, the corporation’s auditors and anyone else who is entitled to receive notice of the meeting.||If sent by mail, courier or personal delivery: 21 to 60 days before the day of the meeting.
If sent by phone, email or fax: 21 to 35 days before the day of the meeting.
If affixed to a notice board: no later than 30 days before the day of the meeting.
If published in a newspaper: at least once in each of the three weeks immediately before the day on which the meeting is to be held.
If published in a newsletter: 21 to 60 days before the day of the meeting.
|Submitting proposal to corporation for discussion at meeting of the members of the corporation.||Must be submitted 90 to 150 days before the meeting, in order to be included in notice of the meeting.|
|Corporation’s refusal to include proposal in notice of meeting of the members of the Corporation.||Must be communicated to the proposal maker no later than 21 days after the corporation receives the proposal.|
|Fixing a record date for determining members entitled to receive notice of meetings of members of the corporation.||21 to 60 days before the day of the meeting, provided that if the directors do not fix a record date, members of record as of the close of business on the day immediately before the day notice is given shall be entitled to receive notice.|
|Fixing a record date for determining members entitled to vote at meetings of members of the corporation.||21 to 60 days before the day of the meeting, provided that if the directors do not fix a record date: (1) if a record date has been fixed for determining members entitled to receive notice of the meeting, members of record 10 days after that date will be entitled to vote at the meeting; or (2) if the directors do not fix a record date for members entitled to receive notice, then members of record as of the close of business on the day immediately before the day notice is given shall be entitled to vote at the meeting.|
Next, we’ll focus on other important timing milestones under the CNCA, which apply to financial disclosure, the election of directors, Corporations Canada filing obligations and unanimous members agreements.
|Sending copies or summaries of financial statements to the members of the corporation.||21 to 60 days before the day of the annual meeting of the members.|
|Filing financial statements and auditor’s reports with Corporations Canada (applicable to soliciting corporations, only).||Not later than 21 days before the annual meeting of the members.|
|Election of directors of the corporation.||By the members of the corporation, at every annual meeting of the members.|
|Corporations Canada Filing Obligations|
|Filing articles of amendment with Corporations Canada, following changes to the corporation’s articles.||Immediately after the amendment has been confirmed by the members of the corporation.|
|Filing by-laws with Corporations Canada (including new by-laws and amendments to existing by-laws).||No later than 12 months after the date the by-laws have been confirmed by the members of the corporation.|
|Notifying Corporations Canada of changes in the composition of the board of directors of the corporation (including the election or appointment of new directors and the resignation or removal of directors), as well as changes to the addresses of current directors.||No later than 15 days after the change in composition of the board of directors.
In the case of changes to the addresses of current directors, no later than 15 days after the corporation is notified of the change.
|Notifying Corporations Canada of changes to the corporation’s registered office address.||Immediately after the registered office address is changed.|
|Filing annual returns with Corporations Canada.||No later than 60 days after the corporation’s anniversary date (either the date of incorporation, or the date of continuance, as the case may be).|
|Unanimous Members Agreements|
|Member’s right to rescind membership following execution of unanimous members agreement.||A member who is not given notice of a unanimous members agreement by the corporation may rescind its membership within the 30 days immediately following when that member becomes aware of the unanimous members agreement.|
These are, of course, just some of things that those who manage federal not-for-profit corporations will need to keep in mind. It might seem like a daunting list, but be aware that the CNCA – unlike its predecessor law – was written to provide a one-stop rulebook for federal non-profits. The upshot is that, while there is a lot to digest, the CNCA is far more likely to provide an answer to key governance questions than the law it replaced.
Andrew Buck is a lawyer at Pitblado Law. He advises not-for-profit organizations about corporate governance issues and has guided many federally incorporated not-for-profit corporations through continuance under the Canada not-for-profit Corporations Act.