Guidance on postponing your AGMs
ACCA reached out to Service Alberta and the Office of the Director of Cooperatives for direction on how the public health emergency declared by the Government of Alberta may affect co-ops being unable to hold their required annual meetings. The following outlines the information we received:
Co-ops are not penalized (or fined) by Service Alberta or in the legislation for late filings. The co-op and board members may receive late/dissolve notices from Corporate Registry (CORES). The notices will need to be ignored as Service Alberta is unable to change the programming in their system.
Note: No co-op is automatically dissolved in Corporate Registry. Service Alberta has a legislated process to dissolve co-ops and it must be done manually by the Office of the Director of Cooperatives.
Co-ops are advised to postpone and reschedule their annual meeting based on their best judgement and/or arrange alternative, non-public options to hold the meeting, view documents, and vote (where applicable). The details of these arrangements are the responsibility of the co-op. If you have concerns and are unsure how to proceed, you may wish to consult with legal counsel for guidance.
If changing the meeting date, agenda, voting options, etc., makes the co-op non-compliant with the bylaws and/or legislation, the co-op should document the non-compliance that details the extenuating circumstances for the postponed meeting, different voting options, etc.
ACCA also asked questions regarding section 19(3) of the Cooperatives Regulation, which says:
“… the cooperative may apply to the Court for an order extending the time within which … any annual meeting of members must be held.”
Service Alberta indicated it does not require this type of action. A co-op can proceed with this process if they feel it is necessary for their stakeholders, members, etc. Bylaw amendments are also not necessary in this situation, but a co-op may wish to update and amend their bylaws to address these concerns in the future.
Co-ops are encouraged to refer to the Government of Alberta website at www.alberta.ca. Information on the Coronavirus (COVID-19) is provided there and includes public health measures for individuals and businesses.