April 2020 Charity & NFP Law Update

Theresa L.M. Man

COVID-19 Provincial Emergency Relief for AGM and Annual Return Filing Deadlines 

Provincial governments across Canada have called states of emergencies and implemented social distancing measures as a result of the COVID-19 pandemic. This has caused some difficulty for corporations, including charities and NFPs, particularly with regard to general corporate maintenance matters, including filing annual returns and holding annual general meetings (“AGMs”). To help cope with the effects of COVID-19, various governments have implemented emergency relief measures to assist and provide some flexibility with annual return and AGM deadlines.

For federal corporations under the Canada Not-for-Profit Corporations Act (“CNCA”), the deadline to file annual returns for corporations whose anniversary date is between February 1 and June 30, 2020 has been extended to September 30, 2020, while the filing period for all federal act corporations has been extended to April 1 to September 30, 2020. However, CNCA corporations that are not able to call an PAGE 5 OF 20 April 2020 www.carters.ca www.charitylaw.ca AGM within the required timeframe under the CNCA may apply to Corporations Canada to extend the time for calling an AGM if requirements under their polices are met.

In Ontario, Emergency Order (Ontario Regulation 107/20) was adopted by the Ontario Government on March 30, 2020 to provide relief during the COVID-19 pandemic to corporations under the Corporations Act. The Ontario Regulation 107/20 was amended on April 24, 2020. In this regard, corporations under the Ontario Corporations Act may hold board and members’ meetings during the COVID-19 pandemic electronically despite any provision in the letters patent, supplementary letters patent or by-laws that provides otherwise. As well, they may delay holding their 2020 AGMs during the COVID-19 emergency. If the AGM was originally required to be held during the state of emergency in Ontario, the AGM can be delayed until no later than the 90th day after the day the state of emergency is terminated. If the AGM was originally required to be held within 30 days after the state of emergency is terminated, the AGM can be delayed to be held no later than the 120th day after the day the emergency is terminated. Annual returns required to be filed by these corporations can be delayed until the time when they file their tax/information returns with CRA.

In Alberta, the deadline to hold AGMs and file annual returns have been suspended. In British Columbia, societies may hold virtual or hybrid board and members’ meetings, even where their by-laws and incorporating legislation do not otherwise permit. Societies will have until December 31 to hold their AGMs, although section 71 of the Societies Act provides certain flexibility to delay an AGM beyond that date (including filing the Annual Report as “No Meeting Held” on January 1st and filing online for extensions, which can be granted up to March 31 of the following year). Corporations in Nova Scotia may also hold virtual or hybrid members’ meetings even where their by-laws and incorporating legislation do not otherwise permit. Alternatively, any required in-person members’ meetings can be deferred up to 90 days after the end of the state of emergency. In Saskatchewan, the failure by a non-profit to file returns or pay fees would not result in it being stricken from the government registry as a result of the COVID-19 emergency. 

Read the April 2020 Charity & NFP Law Update

Direction and Control: Current Regime and Alternatives
COVID-19 UPDATE
-   Ontario PGT Allows Access to Restricted Charitable Purpose Funds
-   COVID-19 Federal Government Support for Charities and NFPs
-   COVID-19 CRA News
-   COVID-19 Provincial Emergency Relief for AGM and Annual Return Filing Deadlines
-   Practical Strategies for Dealing with Termination of Contracts in a Pandemic
-   Federal Privacy Commissioner Releases Privacy Framework for COVID-19
-   Canada Emergency Wage Subsidy (“CEWS”): An Overview for Charities and NFPs
OTHER CHARITY AND NFP MATTERS
-   Corporate Update
-   Ontario Court Decision Provides Reminder to Carefully Follow By-laws
-   Membership in Religious Society Reinstated by Court for Unfair Expulsion
-   Carters is Pleased to Welcome Heidi LeBlanc as a New Associate
-   Friend of CAGP Award