I have received numerous questions from clients worried about how and when to hold their annual general meetings. Up until the end of April 2020, if the constating documents (the Articles for a British Columbia corporation or the Bylaws for a British Columbia society) do not permit virtual meetings, then meetings had to occur in person.
As of April 21, 2019, pursuant to the Emergency Program Act and Ministerial Order No. M116, all British Columbia corporations incorporated under the BC Business Corporations Act, all societies incorporated under the BC Societies Act, and all cooperative associations incorporated under the BC Cooperative Association Act, are entitled to hold meetings and have their shareholders, directors and members, as the case may be, participate in and vote at meetings by telephone or other communication medium such as videoconference.
Of course, this is subject to certain restrictions to ensure meetings proceed smoothly. The restrictions are:
- all participants in the meeting must be able to communicate with each other and where applicable must be able to vote;
- if it is a meeting where notice must be provided the notice must still be provided and must include instructions for attending at or participating in the meeting by whatever communications medium is chosen, including how to vote at the meeting (this includes complying with the minimum number of days’ advance notice as set out in a corporation’s Articles for a shareholders’ meeting and a minimum of 14 days’ notice of a general members’ meeting as required under the Societies Act or such longer notice period as provided in the society’s Bylaws);
- the person responsible for holding the meeting must facilitate the use of the medium used to communicate (i.e. the telephone or videoconference technology);
There is nothing requiring a BC corporation, society or cooperative association to take active steps to facilitate the telephone or virtual meeting. However, if they choose to go down that path, the meeting can be held exclusively by telephone or videoconference or it may be a hybrid approach where some people are at the same physical location while others participate by phone or videoconference.
Note that the provisions permitting virtual meetings for all BC corporations, societies and cooperative associations will come to an end when the declaration of the state of emergency under the Emergency Management Act expires or is cancelled. At that point, the provisions in the constating documents will once again govern the ability to hold virtual meetings.
Paul Tonita is a solicitor practicing in the areas of business law, real estate, estate planning and estate administration. His business experience includes assisting clients right from the beginning by discussing the different business structures, incorporating, buying and selling businesses, assisting with lending or financing needs, drafting and advising on contracts, and providing general advice to business owners.
His real estate practice involves assisting both residential and commercial clients with purchases, sales, financing and leasing.
Paul also helps clients plan for their future with estate and incapacity planning. He guides executors through the legal challenges that are unknown to many when they agree to take on the executor’s role. This may involve determining whether a grant of probate is required and applying for one if necessary, calling in assets, paying out debts, transferring real estate to surviving joint tenants and determining whether additional steps may be required in order to wind up an estate and transfer the balance of assets to the deceased’s beneficiaries.
For more information please contact Paul Tonita at 250-869-1126 (direct line) or email him at [email protected].
