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.
Need Help? Reach Out!
CCCC is here to help you through these uncertain times. We encourage you to reach out if you require assistance and we will be happy to serve you.
CCCC members can access the Member Resources of CCCC website for articles, webinars, checklists, templates and can contact our team for additional guidance. If you are not a member of CCCC, we invite you to join today to access our full collection of resources and our team of experts who can answer your questions and provide additional guidance.
Ministry workers 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.
- Coronavirus: Inform & Prepare Your Organization
- COVID-19: T3010 Filing Extension & CCCC Resources
- Essential Workplaces in Ontario: What about Churches and Charities?
- COVID-19: Government Support for Charities
- COVID-19: CCCC Advocates for Churches
- COVID-19: CCCC Advocates for Churches – UPDATE
- COVID-19: Ontario Limits Gatherings to FIVE people
- COVID-19: Manitoba Limits Public Gatherings to TEN people
- COVID-19: Ontario PGT Allows Charities to Access Restricted Funds
- COVID-19: Provincial and Territorial Reference Chart
- COVID-19: Options for Corporate AGMs in Ontario
- COVID-19: Corporations Canada Extends Return Deadlines
- COVID-19: Churches, Gathering Limits & Virtual Worship
- COVID-19: Canada Summer Jobs 2020 Expansion
- COVID-19: Alberta Suspends In-Person Meetings under Societies Act
- COVID-19: Canada Emergency Business Account (CEBA) Q&A
- COVID-19: CRA Charities Directorate Resumes Call Centre Operations
- COVID-19: CCCC Calls for a Matching Funds Program to Support Charities
- COVID-19: Flexibility for Corporate AGMs in BC, Nova Scotia, Ontario
- COVID-19: Accessing Restricted Funds – Clarifications from the Ontario Public Guardian & Trustee
- COVID-19: Re-Opening Plans Across Canada
- COVID-19: A Call to Include Religious Organizations in Re-Opening Plan
- COVID-19: Options for Federal Corporate AGMs
- COVID-19: Privacy Commissioner’s Videoconferencing Tips
- COVID-19: National Survey – Finding the Way Forward Together
- COVID-19: Ontario Allows Drive-in Worship Services
- COVID-19: Private Schools Now Eligible for CEWS
- COVID-19: Canada Emergency Community Support Fund Applications Open!
- COVID-19: Virtual AGMs in Saskatchewan & Manitoba
- COVID-19: CEWS Consultation
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.