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Board Meetings

The directors listed when the non-profit applied to incorporate make up the first Board of Directors. They have an initial meeting to make some organizational decisions and then continue to meet as needed.

The directors can do a number of things at the first meeting including...

  • determining how people can become members of the corporation
  • appointing officers
  • making bylaws
  • making banking arrangements

After this initial meeting, the board of directors continues to meet to deal with the affairs of the corporation. How often the board of directors is required to meet may be set out in the bylaws.

In most cases the board makes decisions at meetings of the directors. However, a board can make a decision without a meeting if all the directors entitled to vote on the matter sign a written resolution.

Notice

The first meeting of the board can be called by any director appointed when the corporation was created. The other directors must be given at least 5 days’ notice of the time and place of the meeting by mail.

After the first meeting the notice required for subsequent meetings can be set out in the bylaws. In some cases the notice must state what business will be discussed at the meeting such as when the board is meeting to fill a vacancy on the board, to approve Financial Statements or to pass a bylaw. Directors can waive notice of meeting and are considered to have waived notice if they attend unless it only to object to the meeting being held.

Quorum

Before business can be transacted at a directors' meeting, there must be a quorum. The number of directors needed to make up a quorum is determined in one of three ways. The Articles may state...

  • how many directors constitute a quorum (this can also be set out in the bylaws)
  • how many directors the corporation is to have - in which case, a quorum is the majority of that number of directors
  • a minimum, or a minimum and maximum, number of directors that the corporation must have - in which case, a quorum is the majority of the minimum number of directors

For a charitable corporation to have quorum a majority of the directors present must be Canadian citizens.

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PLEA gratefully acknowledges our primary core funder the Law Foundation of Saskatchewan for their continuing and generous support of our organization.