On April 21, 2020, the Minister of Public Safety and Solicitor General of British Columbia issued a Ministerial Order (the “Order”) permitting electronic attendance at meetings (collectively referred to as “Corporate Meetings”) held pursuant to the Business Corporations Act, the Cooperative Association Act and the Societies Act (collectively, the “Statutes”). Corporate Meetings include annual general meetings, special meetings, meetings of the board of directors or a committee of directors and meetings of the shareholders or the members. The Order was made pursuant to the state of emergency declared by the province under the Emergency Program Act in response to COVID – 19. Electronic attendance at Corporate Meetings is permitted for the duration of the state of emergency.
The Order overrides anything in the Statutes, regulations or constating documents, such as articles, memoranda and bylaws, that may prohibit electronic attendance at Corporate Meetings. As a result, even where prohibited by an entity’s governing documents, Corporate Meetings may now be held via teleconference, video conference or other communication mediums as long as they meet the conditions set out in the Order. Hybrid meetings, where some attendees participate electronically and others participate in person, are also allowed. However, in-person attendees at hybrid meetings must still abide by orders of the Provincial Health Officer, which currently prohibit gatherings of more than 50 people.
For all Corporate Meetings, the Order states:
- attendees entitled to participate may do so electronically provided that all attendees are able to communicate with each other and vote regardless of how they choose to attend; and
- the person responsible for organizing the hybrid meeting is not obligated to take any action to facilitate the use of any communications medium.
A Corporate Meeting may be held solely by electronic means if:
- in the case of a Corporate Meeting in which notice must be given, such notice provides instructions for participating electronically;
- all attendees are able to communicate with each other and vote; and
- the person responsible for holding the Corporate Meeting facilitates the use of the communication medium.
If a Corporate Meeting is held solely by electronic means, the meeting is not required to have a physical location and is deemed to be held in British Columbia. Attendees who participate or vote in such meetings are deemed to be present in person at the meeting for the purposes of the Statutes, regulations or constating documents mentioned above.
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