Amidst the Covid-19 pandemic, an important consideration for not-for-profit (NFP) organizations is how to hold board and members’ meetings. While physical distancing recommendations are in place, NFPs might decide to hold meetings electronically. The prospect of holding meetings electronically may seem straightforward, but there are technical and legal issues NFPs must consider. Carters, an Orangeville law firm that specializes in NFPs, has published a 9 page bulletin outlining key considerations.
For board meetings:
• In Ontario, the Corporations Act and Not-For-Profit Corporations Act, 2010 permit board meetings to be held via teleconference or other electronic means, if all directors involved can converse with each other.
• NFPs should examine if their by-laws require board meetings to be scheduled; while physical distancing measures are in place, this may necessitate electronic meetings.
For members’ meetings:
• All NFPs must hold annual general meetings. If meetings are held electronically, compliance with legal requirements surrounding the logistics and timing of meetings is vital, for ensuring decision making processes are valid. Details regarding logistics – i.e., when, where, and how meetings are to be held – can be found in incorporating legislation, by-laws, and governance policies. In Ontario, members’ meetings may be held electronically unless prohibited under by-laws.
• Technical considerations: meeting platforms must allow all participants to effectively communicate with each other. Other important considerations include how voting is conducted, and ensuring the platform has adequate options for privacy and security. In an upcoming post, we’ll discuss a curated list of voting solutions that we’ve looked with consideration to our existing clients’ platforms.
• Absentee voting may be possible, but NFPs would need to examine if it is permitted under their incorporating legislation, by-laws, and governance policies. Proxy voting is allowed in Ontario if permitted under organizational by-laws.
• If it is not possible for NFPs to hold AGMs electronically, they may be able to postpone them, but must consider provincial and federal requirements on when meetings must be held.
If you have questions on electronic meeting platforms, Fossie’s expertise in IT management may be useful to your organization!