Calling board meetings is a frequent responsibility for leaders of non-profit organizations in Canada. Board meetings provide an opportunity for directors to discuss and make decisions on important matters that affect the organization and its mission.
Properly calling a Board meeting will set the stage for a productive and efficient meeting. This article outlines the essential steps to effectively calling a board meeting for a non-profit in Canada.
Understand Legal Requirements
If you are trying to figure out how to call a meeting of the Board, then you should refresh yourself on the legal structure governing your non-profit. Check out our article called What laws apply to my non-profit in Canada? for general guidance on this topic.
After that, the first place that you should look is the by-laws of your non-profit. The by-laws usually provide very specific details about calling board meetings.
If you are still looking for guidance in the by-laws, then look to the Articles of Incorporation (sometimes called Letters Patent, Articles of Association, Constitution, or similar terms). And if you cannot find any guidance there, you should look at the Act under which your non-profit was formed. Of course, if you are uncertain or cannot find a reliable answer, then you should speak to a trusted legal advisor.
The below guidance is based on typical requirements for calling a board meeting. However, you must understand the specific requirements governing your non-profit since there might be some unique requirements.
Advance Notice
You need to figure out how much advance notice is required before each board meeting. This is important to figure out at the beginning because it affects what day and time you choose for the board meeting.
You can read our article called How Much Notice Do I Need to Give Before a Non-profit Board Meeting? for details about determining the required amount of notice. In that article, we also discuss what can be done if you need to hold an emergency board meeting.
It is most common for notice to be sent via e-mail. Other forms of notice include paper mail, personal delivery via courier, phone, etc. If you are still deciding what method to use, you should consult the by-laws of your non-profit.
Meeting date and time
You need to choose a day and time for your board meeting. The date must be far enough to accommodate the proper notice period.
We recommend that you consult with each director before giving notice (if possible) to see if you can find a day/time that works well for everyone. Such an approach will build a sense of consensus and rapport amongst the Board. Plus, it will ensure that you get a greater turnout for your board meetings.
Doodle polls are great for this, and they have a free version that is easy to use.
Contents of Notice
What information does the meeting notice need to contain? It depends.
At a minimum, you need to let the directors know the date and time of the meeting. You also need to let them know the location of the meeting (or call-in details).
If the Board is going to make decisions about certain topics during the meeting, then you also need to specify those topics within the notice. For example, here is the list of topics that require special notification for non-profits incorporated under the Canada Not-for-profit Corporations Act:
(a) submit to the members any question or matter requiring the approval of members;
(b) fill a vacancy among the directors or in the office of public accountant or appoint additional directors;
(c) issue debt obligations except as authorized by the directors;
(d) approve any financial statements referred to in section 172;
(e) adopt, amend or repeal by-laws; or
(f) establish contributions to be made, or dues to be paid, by members under section 30.
The list will be similar for non-profits incorporated under provincial or territorial laws.
Supporting Materials
We highly recommend that you provide directors with additional materials in advance of the board meeting. These materials do not necessarily need to be sent out with the notice (and often, they are not ready when the notice goes out). Still, they should be sent out as far in advance as possible so that directors have an opportunity to review them in advance.
Additional materials include:
Agenda: A well-structured agenda is the foundation of an effective board meeting. It outlines the topics to be discussed and provides a clear roadmap for the meeting’s proceedings. The agenda usually includes such things as:
- opening remarks and welcome,
- declarations of conflicts of interest,
- approval of previous meeting minutes,
- reports from management,
- reports from board members and committees,
- old business and ongoing projects,
- new business and proposed initiatives, and
- an in-camera session without management.
Reports and slide decks: The sooner that directors can get reports and slide decks, the better prepared they will be for the meeting. Prepared directors = more productive board meetings. Reports help to get directors up to speed with what’s happening with the non-profit on the ground.
Financial Statements: You will need to get financial statements from your accountant or bookkeeper well in advance. You may want to notify your accountant/bookkeeper of the date/time of the board meeting since the board may want to ask them some questions directly.
Confirm Attendance and Participation
It is a good practice to reach out to board members to confirm their attendance or participation in the meeting. This step helps ensure that you have a quorum—the minimum number of directors required to conduct official business. If some directors cannot attend, consider alternatives like video conferencing or teleconferencing to facilitate their participation.
Informal Board Meetings
Remember, these requirements are to hold formal board meetings where you will take minutes and pass resolutions. If the board needs to meet to discuss something on an urgent basis but where no decisions need to be made or resolutions passed, then it *might* be possible to dispense with these requirements (check your bylaws carefully). Having said that, it’s almost always better to follow these procedures no matter what.
Conclusion
Calling a board meeting for a non-profit in Canada involves careful planning, adherence to legal requirements, and effective communication. By following these steps, non-profit leaders can ensure that board meetings are conducted efficiently and that decisions are made in the organization’s and its mission’s best interest. A well-run board meeting contributes to the overall success and impact of the non-profit in serving its community and achieving its goals.
