COVID-19: Flexibility for Corporate AGMs in BC, Nova Scotia, Ontario

This entry is part 19 of 33 in the series COVID-19.

As emergency orders remain in place limiting gathering sizes, many annual general meetings (AGM) can no longer be held in a traditional, in-person format. Some corporate by-laws may already address the use of phone or virtual meeting options. Below is a brief overview of additional directions and orders in BC, Nova Scotia and Ontario that provide alternative options and flexibility for AGMs.

BC

Societies in BC have the option of hosting virtual or hybrid meetings even if the society’s bylaws, the Societies Act, or any regulation under that act states otherwise.

Ministerial Order No. M116 is effective April 21 until the declaration of a state of emergency expires or is cancelled. Despite anything in a corporate enactment, a corporate meeting can be held solely by phone or other means if:

  • (a) notice provides instructions for attending or participating, including on how to vote;
  • (b) everyone can communicate with one another;
  • (c) the person responsible for holding the meeting facilitates the use of the communications medium at the meeting

The meeting does not have to have a physical location, the notice need not specify a location, and it will be deemed to be held in BC. For full details, you can review the complete Ministerial Order order at the above link.

Additionally, section 71 of the Societies Act provides flexibility for the timing of AGMs. The options are helpfully summarized here:

  • A society has until December 31 to hold an AGM
  • If the AGM is not held prior to December 31 a society can file the Annual Report (before January 31) as “No Meeting Held”
  • A society can file online between Nov 1 – Dec 31 for an extension; the AGM can then be held up to March 31 of the following year

Nova Scotia

Companies, societies and corporations in Nova Scotia “shall not hold” any in-person member meetings if it requires a gathering of more than 5 people. 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.

Virtual Meeting Option

This can be fully virtual or a hybrid of virtual and in-person (subject to the 5-person limit).

  1. It will be deemed an in-person meeting
  2. A person entitled or permitted to be present who can vote or establishes a communication link to the meeting is deemed to be present
  3. It will be deemed to be held at the place where permitted
  4. Where consistent with the directive, all other meeting requirements should be met (i.e. quorum, notice)
  5. The means must allow all participants to adequately communicate with one another

Meeting Deferral Option

AGMs can be deferred for up to 90 days after the last date of the declared state of emergency. If deferred, anyone entitled to be present must

  1. Be notified in advance of the date as required by the applicable law for the corporation, or if none is provided, no less than 7 calendar days advanced notice; and
  2. Be notified by any method permitted by the applicable law for the corporation

It applies retroactively to 12:00 noon, March 22, 2020.

Ontario

Ontario has issued another Order in Council to address other issues related to virtual meetings and annual meetings for businesses and charities incorporated under the Corporations Act.

Changes to meetings after notice has been given

(amends s.93(3))

  • If notice has already been given for a meeting to be held that falls within the “declared emergency” and the  date, time or place is changed to hold the meeting by phone or electronic means, another notice is not required but anyone entitled to receive notice must be informed of the change in a way that is reasonable in the circumstances.

Presenting financial statements

(amends s.97(1))

  • The end date for financial statement periods has been changed from “ended not more than six months before such annual meeting” to “ended before such annual meeting”

Means for meetings

(amends s 287(1))

  • Directors shall be elected by ballot or in another manner as prescribed by the by-laws
  • Where a meeting is help by phone or electronic means as per s 125.1(1), a vote or election shall be held as prescribed by the by-law if feasible, otherwise the chair may direct voting by alternate means.

Charity leaders are invited to share how they are responding to the COVID-19 pandemic within their organization in our online community forum, The Green: COVID-19 Response Room.

Updated May 1, 2020 @ 11:30 am

Series Navigation<< COVID-19: CCCC Calls for a Matching Funds Program to Support CharitiesCOVID-19: Accessing Restricted Funds – Clarifications from the Ontario Public Guardian & Trustee >>

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.