Under the recently enacted Canada Not-for-profit Corporations Act, directors and board members can pass resolutions without holding actual meetings. Many organizations will likely find this measure convenient, particularly where members are often unavailable for meetings due to time and distance.
Section 127 of the Act says that a federally incorporated not-for-profit organization can conduct any of the following business, with the signatures of all directors on a resolution. They may:
- Make bylaws
- Adopt forms of debt obligation certificates and corporate records
- Authorize the issue of debt obligations
- Appoint officers
- Appoint a public accountant to hold office until the first annual meeting of members
- Issue memberships
- Make banking arrangements
- Transact any other business
Further, Section 166 states that:
- A resolution in writing signed by all the members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members; and
- A resolution in writing dealing with all matters required by this act to be dealt with at a meeting of members, and signed by all the members entitled to vote at that meeting, satisfies all the requirements of this act relating to meetings of members
Looks like the federal government is trying to treat non-profits like adults. (Ontario has similar not-for-profit legislation in the works.)
Adam Gorley
First Reference Internal Controls, Human Resources and Compliance Editor
