Extended Time Period for Holding Annual Meetings for Ontario Not For Profit Corporations

Extended Time Period for Holding Annual Meetings for Ontario Not For Profit Corporations

Eric Bennett*
Posted August 14, 2020 Category: Businesses
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Concerns with large gatherings quickly followed the advent of COVID-19. An annual meeting for corporations is one example where control of potentially large gatherings needed to be addressed practically but also having regard to existing legislative requirements. Pre-COVID, Ontario not-for-profit corporations incorporated under the Corporations Act must have held the annual meeting of members no later than 15 months following the last preceding annual meeting. On March 17, 2020, the period within which to hold an annual meeting was temporarily suspended and extended for a further period of either 90 or 120 days after the termination of the COVID-19 emergency order, depending on whether the 15 month period ended during the period of emergency, or within 30 days following the termination of the emergency order, respectively. On May 12, 2020, the extended time period for holding annual meetings continued in force so that one of the following applies:

  1. If the last day on which the meeting is required to be held, according to pre COVID-19 requirements, falls within the period of the declared emergency, then the last day on which the annual meeting must be held is instead no later than the 90th day following the termination of the emergency order; or
  2. If the last day on which the meeting is required to be held, according to pre COVID-19 requirements, falls within the 30 day period that begins on the day following termination of the declared emergency, the last day on which the annual meeting must be held is instead the 120th day following the termination of the emergency order.

As an example, if the last annual meeting of the corporation occurred on April 30, 2019 then the time period for holding the annual meeting under the pre-COVID requirements would be July 30, 2020. That is, fifteen months following the holding of the preceding annual meeting. In this example, as the emergency order has been extended past July 30, 2020, the temporary provisions relating to the holding of annual meetings would require the annual meeting to be held no later than 90 days following termination of the emergency order. If the emergency order had been terminated on July 15, 2020 (and the last day on which the annual meeting is required to be held is July 30, 2020, which is within 30 days following termination of the declared emergency), then the last day on which the annual meeting must be held is instead the 120th day following the termination of the emergency order.

If you have any questions about this matter, please do not hesitate to reach out to our team. Stay safe.

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Eric Bennett*
Posted August 14, 2020 Category: Businesses

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