If you have spent any time working in a non-profit, then you will know that the board of directors plays a critical role. But board members are busy people who usually have lots of outside responsibilities, and getting everyone in the Boardroom (or on a Zoom call) at the same time can be challenging.
This article explains how much advance notice needs to be given to board members before a meeting of a Canadian non-profit. It also outlines some best practices to consider.
Legal Requirements
The amount of advance notice that you need to give to directors of a non-profit board meeting will depend on a couple of variables. You should look in these two places to determine what the legal requirement is for your particular non-profit:
1. Articles of Incorporation, Letters Patent, and similar documents
First, look at the documents that were issued to the non-profit when it was first formed. Those documents are typically called “Articles of Incorporation”, “Letters Patent”, or something similar. For the purposes of this article, we will simply refer to them as the “Articles”.
The Articles set out the parameters under which the non-profit will operate. For example, they include the minimum and maximum number of directors, the registered office address of the corporation, and some specific restrictions and guidelines for the operation of the non-profit. One of those restrictions/guidelines is the amount of advance notice that needs to be given to directors before a Board meeting.
But please know that it is rare for such details to be in the articles. It is more likely to be in the By-laws (discussed below); however, if there is something said about it in the Articles, then it will usually trump whatever is said in the By-laws.
2. By-laws:
If the Articles of a non-profit are silent on the amount of notice that needs to be given, then you should look to the by-laws next. The by-laws of most non-profits will contain a provision specifying exactly how much advance notice you need to give to a director before a board meeting.
The by-laws will also specify how such a notice needs to be given (for example, by e-mail, by mail, by phone call, etc.) and what information needs to be contained in that notice.
If your non-profit does not have by-laws, or if the by-laws are silent on this topic, you should consider some of the alternatives discussed below or speak with a lawyer. For non-profits formed in some jurisdictions, you might find guidance in the legislation that your non-profit was formed under (but not Ontario, B.C., or federal—those statutes all refer back to the articles and by-laws for determining how much notice needs to be given in advance of a director meeting). Either way, you should put in place by-laws ASAP!
Alternatives
You might need to consider alternatives to giving advance notice of a board meeting in certain situations, such as an emergency where a decision needs to be made quickly or if there is no clear guidance in the articles or by-laws about how much advance notice needs to be given.
In those situations, you can consider some of these alternatives:
1. Pass board resolutions in writing
Non-profit boards in Canada can pass resolutions in writing, rather than by in-person meetings. In order to pass written resolutions, there needs to be unanimous consent amongst all of the directors. You can read more about it in our article Director Resolutions: Guidance for Boards in Canada.
2. Hold an emergency meeting and ask all directors (present or not) to waive their right to notice
Directors have a right to receive advance notice of board meetings. So, if all of the directors waive their right to receive advance notice of a board meeting, you can have a board meeting sooner than the timeline required.
The best way to go about this is to (1) speak with each director in advance of calling an emergency meeting to see if they will agree to waive their right to advance notice and (2) have any director who cannot attend the meeting provide a written waiver of notice in advance of the meeting date.
Best Practices
While the legal requirements discussed above provide a minimum standard, providing more notice when possible is often advisable. Here are some best practices to consider:
Early Notice Promotes Participation
Providing board members with ample notice allows them to clear their schedules and make necessary arrangements to attend the meeting. This helps ensure that all relevant parties can actively participate in discussions and decision-making processes.
Seek Consensus Where Possible
Consult with each director before giving notice (if possible) to see if you can find a day/time that works well for everyone. Doodle polls are great for this, and they have a free version that is easy to use.
Clear and Comprehensive Agendas
Accompanying the notice with a well-structured agenda helps board members understand the topics that will be discussed. It also enables them to come prepared with any relevant information or questions, facilitating a more productive meeting.
Consistent Communication Channels
Establishing a reliable communication system for sending notices, such as email or a dedicated board portal, ensures that information reaches all directors promptly. Regular updates and reminders leading up to the meeting can also be beneficial.
Encourage Pre-Meeting Engagement
Encourage board members to review materials and prepare in advance of the meeting. This can include sharing relevant documents, reports, and background information well in advance of the meeting date.
Conclusion
Giving sufficient notice before a board meeting is a fundamental aspect of good governance for non-profit organizations in Canada. While the legal requirements provide a baseline, organizations should strive to exceed these standards whenever possible. Clear communication, transparent agendas, and flexibility in special circumstances all contribute to a more effective and engaged board of directors.
The Tobuso platform offers a great way for non-profits to enhance their governance practices. It also gives directors organized insights into the non-profit and helps them prepare to make the most out of each board meeting. Contact us today to discuss how we can help your non-profit.
