Ontario has again extended flexibility for annual general meetings (AGM) under the Corporations Act.

What has been extended?

Three Special Rules During Emergency have been extended to May 31, 2021:

  1. Member meetings to be held by phone or electronic means (Section 3 of the Special Rules; temporarily suspending s 125.1 of the Corporations Act)
  2. Director meetings to be held by phone or electronic means (Section 5 of the Special Rules; temporarily suspending s 283(3.1) of the Corporations Act)
  3. Elections and votes to be held by alternate means when it’s not feasible to abide by the bylaws (Section 6 of the Special Rules; temporarily suspending s 287(1) of the Corporations Act)

Electronic meetings are allowed despite any provision in the letters patent, supplementary letters patent or by-laws to the contrary.

What has not been extended?

The time extension granted for annual meetings (section 7) was not renewed. The amendments allowing for deferred annual meetings will expire 120 days after the end of the emergency period. The emergency period was March 17 – July 24. It ended when the Reopening Ontario (A Flexible Response to COVID-19) Act, 2020 came into force.

Corporations must have held (or hold) their annual meetings as follows:

  • If the last day you were required to hold your AGM was during the emergency period, the meeting must have been held within 90 days after July 24 (by October 22)
  • If the last day you were required to hold your AGM was within 30 days after the emergency, the meeting must be held within 120 days after July 24 (by November 21)

For more, check out this article on Holding a Successful AGM.

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.

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.

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