Every year, societies need to hold an annual general meeting (AGM) for their members. AGMs are an opportunity for members to hold the board accountable and elect the board for the next year. Many of these rules also apply to other general meetings a society may hold.
A general meeting is a meeting of all members of a society. All societies are required to hold at least 1 general meeting every year. This is called an annual general meeting (AGM).
An annual general meeting is different from a board meeting. There are special rules for an AGM, and you need to invite all members of the society.
You need to hold your annual general meeting (AGM):
- within 16 months of incorporating; and
- within 4 months of your fiscal year-end after that.
For example, if your society’s fiscal year-end is March 31, you must hold an AGM before July 31.
What to consider
- If you have an accountant, when will they be reviewing your financial statements.
- When will most of your members be available and likely to attend.
- How much notice do you need to give to your members.
- What you need to do to prepare for any other orders of business.
See section 76 of the new Societies Act for more information.
If your bylaws do not specify a location for the AGM, then the board of directors can decide on where to hold the AGM.
You can you hold your AGM:
- in the Yukon, unless your bylaws specify a place outside of the Yukon;
- at a place specified in your bylaws; or
- online or by phone if all members can communicate with each other.
See section 81 of the new Societies Act for more information.
You must send written notice of the date, time and location of your AGM to every member of the society.
If you have more than 3 members in your society
You need to send out notice of your AGM by mailing or emailing every member of the society written notice of the AGM. Your notice must include the:
- time; and
If you send an email, you must also publish the notice either in a newspaper or on a website for 3 weeks before the AGM.
If you have fewer than 3 members in your society
You need to send the notice by mail.
The notice must include the wording of any special resolutions that will take place at the meeting.
How much notice do you need to give?
Look at your bylaws
- Your bylaws should tell you how many days of notice you need to give.
- If your bylaws do not specify the number of days, you need to give your members 14-days' notice.
You cannot give less than 7-days' notice or more than 60-days' notice.
See section 82 of the new Societies Act for more information.
A society can decide to pass a resolution in writing rather than hold an AGM. To do that, the society must:
- give notice of the AGM according to the society’s bylaws; and
- present financial statements and an accountant’s report, if there are any.
All members must consent in writing to any resolution that would have passed by vote at an in-person AGM.
The date of the AGM becomes the date that the last voting member sends in their written consent.
See section 77 of the new Societies Act for more information.
Once every 4 years, a society can apply to extend the time they have to hold their AGM.
How to present financial statements if your AGM is late
If you hold your AGM late
You need to provide interim financial statements to your members. The interim financial period starts after your society’s last fiscal year-end and ends 4 months before the AGM.
See section 76(6) of the Societies Act for more information.
The following agenda items are the bare minimum of what is required at an AGM:
- members need to receive the financial statements for the previous fiscal year and the accountant’s report, if there is one;
- members need to elect new board members unless the bylaws specify different terms of office; and
- the society can appoint an accountant for the upcoming fiscal year, if required.
The society may want to add more items to the agenda.
Suggested order of business for an AGM
- Elect a person to chair the meeting, if necessary
- Determine that there's quorum
- Approve the agenda and hear any members’ proposals (read about proposals below)
- Approve the minutes from the last AGM
- Deal with any unfinished business from the last AGM
- Review the society’s financial statements and accountant’s report, if there is one
- Pass a motion to approve the financial statements
- Decide on whether to have a financial review from an accountant for the year ahead, if it is not already required
- Appoint an accountant if necessary, or pass a special resolution to waive the need for financial review
- Hear the board members’ reports on activities from the past year
- Elect board members
- Deal with new business (for example, vote to approve special resolutions)
- End the meeting
Financial statements must:
- be prepared with generally accepted accounting principles;
- consist of a balance sheet and a statement of revenues and expenditures;
- be approved by the board and signed by 2 board members;
- be reviewed by an accountant, if required;
- include details of any government funding or public donations;
- include details of payment to board members or people associated with board members; and
- include details about any payments of more than $75,000 to employees or contractors.
The Societies Act may require your society to get an accountant to review its financial statements. These rules are complicated due to the transition between the old and new legislation. Your board may also choose to get an accountant to review the finances regardless.
Make sure you understand whether you need a financial review from an accountant before you hold an AGM.
See section 37 to 38 of the new Societies Act for more information.
Members can propose a topic for consideration at an AGM. They can do this by sending a written proposal to the society.
The proposal must be:
- 500 words or less; and
- signed by 2 members or 5 per cent of the voting members, whichever is greater.
If the society gets the proposal more than 7 days before they give notice for the AGM, they must include the proposal in the notice. They must also include:
- a copy of the proposal;
- the names of the voting members that signed the proposal; and
- a statement of support for the proposal, if the members requested that.
The society does not have to consider the proposal if members made a similar proposal in the previous 2 years.
See section 86 of the new Societies Act for more information.
What is quorum?
- Quorum is the minimum number of members required to make a meeting valid.
- Quorum for an AGM is different than quorum for board meetings.
- Quorum for an AGM is at least 3 members unless your bylaws specify otherwise.
What if you do not have quorum at your AGM?
If you cannot get quorum at your AGM, you can adjourn the meeting and reschedule it for another time. The same rules apply for any other general meeting.
The voting members who are present when you reconvene can constitute quorum.
See section 87 of the new Societies Act for more information.
Request that the board hold an AGM or another general meeting
Members can make a formal request that the board hold an AGM or another general meeting. They can do that by writing at least 1 letter to the board asking them to hold an AGM. The letter must:
- have the names and signatures of 10 per cent of voting members or the percentage set out in the bylaws, whichever is less;
- be written in 500 words or less;
- include details of the business of the meeting such as any special resolutions the members want to consider;
- be sent to the society’s registered office; and
- be sent to each of the board members.
The board members must call a general meeting within 60 days of receiving the request. When they send out the notice for that meeting, they must include the reasons the members requested the meeting.
If the board does not respond to the request
If the board still has not called a general meeting within 21 days, the members who signed the request can call the meeting.
See section 80 of the Societies Act for more information.
Ask for a court order
A member or a board member can apply to the court to order a society to hold a general meeting. The court will decide whether to grant this request. They may alter quorum if they see fit.
See section 85 of the Societies Act for more information.
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