On April 21, 2020, British Columbia’s Minister of Public Safety and Solicitor General issued a ministerial order to allow electronic attendance at various corporate meetings during the extent of the current COVID-19 related provincial state of emergency. Specifically, the order modifies certain meeting requirements under the following corporate legislation, and any regulations or bylaws made under these acts:
- The Business Corporations Act
- The Cooperative Association Act, and
- The Societies Act
Despite any provision of these acts to the contrary, the order permits any person entitled to participate in a corporate meeting, including to vote, to do so by telephone or any other virtual medium so long as the other participants in the meeting are able to communicate with each other (whether those other participants are attending in-person, by telephone or virtually; so-called “hybrid” meetings).
The order also permits that a corporate meeting can be held solely by telephone or other virtual medium, provided that:
- the notice of the meeting provides instructions for attending or participating by telephone or virtually, and instructions for voting if applicable;
- all persons participating are able to communicate and vote, if applicable, at the meeting; and
- the person responsible for holding the meeting facilitates the use of the communication medium at the meeting.
If a corporate meeting is held in this manner, there is no requirement to also have a physical location for the meeting. The order states that despite the lack of a physical location, the meeting will be deemed to have taken place in British Columbia.
Although not included expressly in the order, the province has suggested that if an organization chooses to use an online platform to conduct their meetings (such as Zoom, Skype, Microsoft Teams, etc.), that they also provide a telephone option for participants who may not have access to a computer.
Corporations, societies and co-operatives can now rest assured that they can continue to meet their obligations to hold corporate meetings required under their respective governing legislation, including annual or special general meetings, without risking violations of the provincial health officer’s social distancing guidelines, or risking transmission of COVID-19.
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