NFP Board and Members’ Meetings Amidst COVID-19 Pandemic

  • April 20, 2020
  • Theresa L.M. Man

A. introduction

Not only has the spread of the unprecedented COVID-19 pandemic affected many aspects of our lives, the operations of many not-for-profit organizations (“NFPs”), including registered charities, are also affected. In particular, many NFPs are considering how to adjust their way of holding board meetings and members’ meetings without holding in-person meetings. While it is generally an easy switch from holding in-person board meetings to electronic board meetings by conference calls or video calls, the impact of COVID-19 on how to hold members’ meetings often involves complicated considerations.

Some NFPs may still be technically able to hold in-person meetings if the number of directors or members is below the restrictions imposed by provinces on the maximum number of persons who can gather. For example, at the time of writing, many provinces are limiting the number of persons who can gather, such as Ontario and British Columbia are restricting gatherings to under 50 persons, and Nova Scotia is limiting social gatherings to no more than 5 people. However, even if the number of directors or members is within the permissible number for gatherings under provincial law, directors may still wish to avoid in-person meetings for social distancing reasons, and thereby wish to opt for meeting electronically. In this regard, directors of NFPs have the fiduciary duties to act in the best interest of the corporation. This would involve balancing the need to comply with legal requirements when holding board and members’ meetings against the need to protect the health and well-being of its directors and members and not subject them to any risk of being infected by the virus should in-person meetings be held.

This Bulletin reviews factors that would need to be considered by NFPs when determining alternative mechanisms to holding board meetings and members’ meetings, in particular annual general meetings (“AGMs”), when it is no longer possible to hold in-person meetings.