Electronic Attendance at Corporate Meetings

On April 21, 2020 the Minister of Public Safety and Solicitor General issued an order under section 10 (1) of the Emergency Program Act allowing electronic attendance at corporate meetings: http://www.bclaws.ca/civix/document/id/mo/mo/2020_m116.

For the purposes of the order, a “corporate meeting” is defined as a meeting authorized or otherwise provided for in a “corporate enactment”. A corporate enactment is defined as:

• the Business Corporations Act,
• the Cooperative Association Act,
• the Societies Act, or
• any regulation, including, without limitation, any article, memorandum, bylaw or rule, made under an Act referred to above.

The order allows a person who is entitled to participate in, including vote at, a corporate meeting to do so by telephone or by other communication mediums provided certain conditions are met:

(a) if a notice must be given under a corporate enactment, the notice of the meeting must provide instructions for attending at or participating in the meeting by the communication medium, including instructions on how to vote at the meeting,

(b) all persons participating in the meeting must be able to communicate with each other and, if applicable, vote at the meeting, and

(c) the person responsible for holding the meeting must facilitate the use of the communications medium at the meeting.

Section 4 of the order states that, despite the contrary in a corporate enactment, the meeting is not required to have a physical location, any notice of the meeting is not required to specify a location for the meeting, and the meeting will be deemed to be held in British Columbia.

Lastly, section 5 of the order states that a person who participates, attends, or votes at a corporate meeting is deemed to be present in person at the meeting.

This order allows the many municipal corporations and societies to continue their corporate duties, such as holding annual general meetings, throughout the pandemic.

Kathleen Higgins & Inder Biring

Download pdf: Electronic Attendance at Corporate Meetings