Last week, both Saskatchewan and Manitoba issued Orders in Council to allow virtual meetings for corporations, adding to the list of provinces trying to provide flexibility for corporate meetings.
In Saskatchewan, OC 222/2020 authorizes non-profit corporations to hold annual general meetings (AGMs) by phone, video-conference or other electronic means, so long as the articles or bylaws do not prohibit it and participants are able to adequately communicate with one another. It is effective as of the day of filing, which is May 14, 2020.
The existing Non-profit Corporations Act requires that member meetings “shall be held at the place within Saskatchewan provided in the bylaws” (see s.122). The Order amends the definition of “held at the place” by adding a definition to s.13 of the existing Non-profit Corporations Regulations, 1997 to remove the geographic restriction.
In Manitoba, Order in Council 132/2020 allows for electronic attendance at a meeting if the means permit everyone to adequately communicate with each other during the meeting and it applies “even if such means are not permitted or are specifically excluded by the incorporated body’s by-laws” (see s 8(2) of the Order).
If a notice of meeting has already been given and it is later changed, information about the change must be provided within a reasonable time via email and (where applicable) posting it to the corporation’s website but a revised notice of meeting is not otherwise required. Voting can take place electronically so long as the board of directors takes “reasonable measures to ensure” that voter identity is verified and each person who votes does so only in their own right or by a valid proxy.
There are similar provisions for Directors’ meetings.
Annual meetings that are required to be held on or after March 31, 2020 and before September 1, 2020 must be held no later than September 30, 2020.
The Order is effective March 31, 2020 – September 30, 2020 unless revoked sooner.
Among other legislative provisions, the Order suspends and replaces portions of The Cooperatives Act (ss 201(1), (2), 222(7), (8), s 224, ss 236(3), 379(1), (2)), the Cooperatives Regulation Man Reg 95/99 (s 11.3), and The Corporations Act (ss 109(9), 126(4), s 126.1, ss 127(a), s 135).
Other Provinces: Recap
As discussed in an earlier blog post, BC, Nova Scotia and Ontario have all granted similar permissions. For ease of reference, links to each provincial directive is included below.
Ministerial Order No. M116 is effective April 21 until the declaration of a state of emergency expires or is cancelled. Additionally, section 71 of the Societies Act provides flexibility for the timing of AGMs. The options are helpfully summarized here.
A Ministerial Direction allows for virtual meeting options or meeting deferral whether or not it would otherwise be allowed under any other applicable law, including enactments, articles, bylaws or governing agreements.
A Ministerial Order provides a variety of administrative relief for organizations incorporated under the Societies Act, including suspending the obligation to hold in-person meetings, suspending report and returns to the Registrar, extending time for charitable registrations and renewals, and others. For details, see this blog post.
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Noteworthy is provided for general information purposes and does not constitute legal or professional advice. Every organization’s circumstances are unique. Before acting on the basis of information contained in this blog, readers should consult with a qualified lawyer for advice specific to their situation.