How to Hold a Virtual AGM

How to Hold a Virtual AGM

Law For Non-Profits is a simple and low-barrier digital platform. It’s designed to help non-profit leaders understand their legal obligations. This tool was created for non-profits working in BC, however, many of the concepts are general in nature and may apply in other provinces Canada that have similar laws. Read more about using these resources from other regions of Canada here.

When the shutdowns happened while the pandemic was at its peak, virtual annual general meetings (AGM) became a necessity. The convenience of scheduling and accessibility make holding an AGM virtually appealing. There is, however, a right way to run a virtual AGM that complies with the Societies Act. A failure to do so could find the non-profit having to explain itself before the Civil Resolution Tribunal and perhaps having to re-do the meeting.

If you’re unsure if your virtual AGMs are in full compliance, we’ve outlined a series of recommendations. If you prefer to listen, a replay of our popular virtual AGM webinar is included below (originally held in June, 2020). You can also try our free Legal Help Guide on the Societies Act here.

A properly conducted annual general meeting (“AGM”) is a democratic and legal right of the members and every non-profit is required to hold an AGM each calendar year.

A ‘virtual’ AGM is one held in whole or in part by video call (Facetime) on the internet (Zoom/Skype). There are many platforms (Zoom, Google Meet etc.) and you can learn about them here.

Can my non-profit hold a virtual AGM?
If the non-profit is in BC then the answer is yes. If the non-profit is outside BC you must check the relevant law and the bylaws.

Do we need to change our bylaws to hold virtual meetings?
Yes and no. The Societies Act was amended in 2023 to allow virtual meetings, however, a recent Court decision found that if the bylaws use the word “present” especially as it concerns voting at an AGM the implication is that the meeting and the voting at the meeting are to be in person. Adding language to your bylaws specifically addressing this issue by defining “present” or adding language about electronic means is a good idea.

“Electronic Means” means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:

in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
in relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters;

Electronic Participation in General Meetings
The Board may decide, in its discretion, to hold any General Meeting in whole or in part by Electronic Means. When a General Meeting is to be conducted using Electronic Means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.
Persons participating by Electronic Means are deemed to be present at the General Meeting.

What are the rules and guidelines for holding a virtual AGM
If your non-profit is permitted to hold a virtual AGM, the requirements usually are:

  1. All of the persons participating in the meeting, by whatever means, are able to communicate with each other and if applicable vote – if required, by secret ballot. There may be a mix of members attending in person or by video.
  2. Notice of the meeting must provide clear information to members as to how to attend and participate in the meeting, including instructions on how to vote.
  3. Comply with the requirements of the bylaws regarding AGMs.

What other factors should I consider for a virtual AGM? (space, technology, etc.)
The non-profit should make reasonable efforts to enable members to attend and participate in a virtual AGM. Consider carefully the related factors, including:

  1. What technology/platform to use.
  2. What technologies do members have, and are they able to use? If members don’t have required technology, or aren’t familiar with its use, that will create challenges.
  3. A video conference may require members to have more technology – a desktop, laptop, or mobile phone – and learn how to use it for a new purpose, a ‘virtual’ meeting. (Sometimes participants have two systems, one for the video conference side, one for viewing documents and perhaps voting. Providing documents in advance can help, as can becoming familiar with the capacities of some platforms, e.g. those that allow the chair to control what participants see.)
  4. How many members are likely to attend? The more who are ‘present’, the more complex it may become.
  5. Where do the members live or work? Some communities, particularly smaller and more remote ones, have limited internet bandwidth.
  6. What time? It should be a time that is practicable for as many members as possible, perhaps avoiding “popular” meeting times, such as 9:00 AM or 7:00 PM.
  7. Culture – does your non-profit have a culture of short, business-like AGMs, or longer meetings that may be less focused? This may be a time to keep things as simple as possible to ensure that all matters can be addressed.
  8. Length – ideally a virtual AGM would not exceed one hour, unless necessary.
  9. Cost.

There are numerous technology options available, and the non-profit needs to familiarize itself with the choices, and decide which will work best for it and its members. Experience of similar meetings over the last few months may help. Surveying the members may be informative in terms of what technology they have available and can use.

As with ‘regular’ AGMs, the non-profit has some obligation to make reasonable efforts to facilitate attendance by members. Not all members need to be able to attend, or attend.

What modes of communication are best for a virtual AGM?
It is prudent to provide complete, paint-by-numbers information to members on how to join and participate in the meeting, well in advance – before formal notice is sent. For example:

  1. What technology/platform will be used. You may need two platforms, one for the meeting, one for viewing documents or any needed secret ballot, which may complicate matters. (“Election Buddy” is an example.)
  2. Whether they will need to download the technology of a given provider, and if so details on how to do so. Also, if they’ll need an account.
  3. (Possibly) Set up a ‘test’ of the technology, a few days before the AGM.
  4. Pre-registration – some platforms may require this, and only those who pre-register can participate. This is one way to ensure that only members and invited guests are present, as you have all their names and e-mails, and can match them with the register of members.
  5. Exact and complete information on how to sign in on the day of the meeting – day, time, passwords, etc. It may be wise to ask members to sign in shortly before the meeting starts, and have someone checking messages or answering the phone, and trying to address problems.
  6. How to “raise a hand”, if the technology allows, and that those attending must do so to speak. (Some platforms allow the chair to ‘mute’ participants other than those recognized by the chair. This can be prudent, as long as the chair is attentive to those who wish to speak.)
  7. That members must be voting members in good standing (membership dues up to date) to vote, that a membership can’t be renewed at the AGM, and if applicable how members may renew before the AGM. Also, that applications for new memberships won’t be accepted before or at the AGM.
  8. Whether the meeting will be recorded, and if so, what use will be made of the recording.
  9. Emphasizing the time and technological constraints.

How do I plan a virtual AGM?
Set the agenda in advance, bearing in mind what it must include. Send the draft agenda to members also. It may include:

  1. Identifying the chair.
  2. Roll call/determining that there is quorum. The technology should provide some way for you to identify members who are present, count them, and report.
  3. Adopting rules of order, if necessary.
  4. Approving the agenda.
  5. Approving  the minutes of the last AGM in a digital form the report of the Board on its activities and decisions since the last AGM.
  6. Receiving the financial statements for the previous financial year, and the auditor’s report (if any).
  7. Appointing an auditor, if required.
  8. Electing directors, as required by the bylaws.
  9. Business arising out of the financial statements, the auditor’s report, the report of the Board, and any matter about which notice has been given in the notice of the meeting. 
  10. Special resolutions to amend the bylaws, if any. (Notice of the same must be sent with notice of the AGM.)
  11. Adjournment.

How do we conduct a secret ballot during a virtual AGM?
A secret ballot is necessary when required by the bylaws. The bylaws may require a secret ballot for certain types of votes, the members present may have the power under the bylaws to require one), or the chair may deem it in the best interests of the non-profit. If possible avoid having any need for a secret ballot as the anonymity required is difficult to do on most free digital platforms requiring the non-profit to pay for a specific platform. You can learn more about the digital platforms here.

What are the next steps to maintain legal compliance?
To ensure all you’re in full compliance, we recommend taking the Societies Act and Recordkeeping Legal Help Guides. Answer a series of questions about your non-profit and you’ll receive an instant To-Do List for any areas you may need to address.