Ministerial order temporarily enables electronic meetings for all British Columbia companies, cooperatives, and societies
April 24, 2020
BY Kevin Zakreski
In an order issued earlier this week under the Emergency Program Act, the minister of public safety and solicitor general has enabled all British Columbia business corporations, cooperatives and societies to hold electronic meetings. The Electronic Attendance at Corporate Meetings (COVID-19) Order (PDF) overrides any provisions to the contrary found in the Business Corporations Act, the Cooperative Association Act, the Societies Act, or corporate articles, memorandums, bylaws, or rules, for the duration of the provincial state of emergency declared in response to the COVID-19 pandemic.
The order applies to “corporate meetings,” which is defined as “a meeting authorized or otherwise provided for under a corporate enactment [i.e., 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’ one of these acts].” This is a broad definition, one which would encompass, for example, annual general meetings and special general meetings.
The order provides that “a person who is entitled to participate in, including vote at, a corporate meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other and, if applicable, vote at the meeting.” In a news release issued by the ministry of finance to accompany the order, the ministry provided some more detail on holding meetings under the order:
In addition to electronic meetings, all corporations will be able to hold hybrid meetings, giving people the option to participate in person or electronically.
Each company, society and co-operative should consider which meeting method best suits its needs, such as Zoom, Skype or telephone conference calls, as long as each participant is able to communicate and vote, if needed.
If an online meeting platform is chosen, organizers should consider providing a telephone option for people without access to a computer.
If the meeting is one (such as an annual general meeting) that requires the giving of notice, then the order provides that “notice of the meeting [must provide] instructions for attending at or participating in the meeting by the communications medium, including, if applicable, instructions for how to vote at the meeting.”
If a corporate meeting is held under the order, then:
- 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 is deemed to be held in British Columbia.
This ministerial order has a companion in an order issued late last week enabling electronic meetings for strata corporations.