Virtual AGMs: what you need to know

Is your Annual General Meeting (AGM) coming up? What does that mean for your organization during the COVID-19 pandemic? Read on to find out how you can still hold your AGM and get tips and tools for running effective virtual meetings.

The Province’s Emergency Order

On March 31, 2020 the Province announced an Emergency Order allowing businesses and not-for-profit corporations incorporated under the Ontario Corporations Act (CA) the ability to hold virtual meetings. The Order also extended the statutory timeframe for these organizations to hold their Annual General Meetings.

The Emergency Order is retroactive to March 17, 2020 and can override housing providers’ by-laws, the Ontario Corporations Act, and other applicable legislation. The Order allows not-for-profit organizations to:

Hold meetings for directors, shareholders and members electronically or by phone. For such meetings, the communication must be simultaneous and instantaneous. Tools such as webinars, teleconference lines, or instant messaging may meet these criteria, while email would likely not.

Extend the deadlines for not-for-profits to hold AGMs to 90 days after Ontario’s state of emergency ends. Not-for-profits whose AGM deadline is within 30 days of the end of the state of emergency, will have up to 120 days after the state of emergency ends to hold their meeting. For example, if your AGM was scheduled between July 1 and July 30, 2020, you would have until October 28, 2020 to hold your meeting. If your AGM was scheduled prior to June 30, 2020, then you would have until September 28, 2020 to hold your meeting (assuming Ontario’s current state of emergency is allowed to expire on June 30, 2020).

How to prepare for a virtual AGM

While many organizations have been using platforms such as Zoom or Microsoft Teams for internal meetings for some time, holding a larger meeting with stakeholders and members is a different story. While a great deal of the preparation for a virtual AGM is similar to what you would undertake for an in-person meeting, there are extra considerations to take into account and to communicate to your members. As you plan your virtual AGM, think about the technological aspects and the logistics of engaging with your participants online.

Things you should do well in advance of your meeting to ensure you’re using tools that best meet your needs:

• Decide which virtual communication tool is the best fit for your organization, keeping in mind:
  • privacy considerations
  • the technical skills of your meeting participants and the capabilities of the equipment they’ll be using
  • the tool’s participant limits
  • costs of the tool
• Decide on virtual procedures for participants (i.e.: how to submit motions, speak on an item, vote, and counting quorum and votes)
• Instruct participants on:
  • how to download or access the tool
  • basic technical requirements
  • how to test their equipment (speakers, microphones, etc.)
• Form a backup plan in case the meeting platform fails (e.g.: conference call lines or computer audio don’t work properly) and communicate the plan to participants ahead of the meeting

Ensuring the meeting runs smoothly

There are a few things you can do to help prepare your team to fulfill their roles in a virtual AGM. We suggest:

Rehearsing with a script before the meeting. Even if your team is familiar with your AGM and how it runs, holding a virtual meeting is a very different experience. Going through the process and how it relates to the technology together will help you prepare.

Testing your technology with your team. Make sure you test the functionality of the platform you’re using as soon as you decide on it, and again the day of the meeting. Give yourself plenty of time to work out any technological hiccups you may encounter.

Setting the rules for participants. Have your chairperson lay out the expectations for participants at the start of the meeting. For example, it’s a good idea to ask participants to keep their lines on mute when they’re not speaking and remind them that you’re recording the meeting (if applicable).

While preparing your organization and your members and/or stakeholders for a virtual AGM may seem daunting, many organizations have successfully done so since the beginning of the COVID-19 pandemic. ONPHA highly recommends The Ontario Nonprofit Network’s (ONN) resources on the topic:

• The Virtual AGM Facilitation Guide will help you understand the basics and some of the finer points of hosting an AGM online, including tips on meeting formats, roles and meeting quorum.
• Their AGM Template Script will walk you through the different stages of the meeting, and how it will run.
• The Template AGM Critical Path can inform your process and help ensure you’re on the right track in planning and implementing your first virtual AGM.

Is your AGM coming up? Do you have questions about how to run it effectively? Do you want to share best practices that you’ve discovered in running your own virtual AGM? Contact us at member.support@onpha.org. We’re always happy to hear from you, and to help!

Remember to keep checking onpha.on.ca/covid19 for the latest updates on COVID-19 and how it impacts you.