New legislation in British Columbia expected to make electronic meetings permanently available for companies, societies, cooperatives and credit unions.
On May 17, 2021, the British Columbia government introduced legislation to amend several corporate statutes to make virtual corporate meetings a permanent option for companies, societies, cooperative associations and credit unions. Bill 9 follows the April 2020 Ministerial Order, which temporarily removed barriers to meeting electronically in response to COVID-19 (please see also our bulletin: Electronic Meetings now Generally Available to BC Companies, Societies and Cooperatives).
The amendments affect the Business Corporations Act, the Cooperative Association Act, the Credit Union Incorporation Act, the Financial Institutions Act, and the Societies Act (collectively the "Acts") and will give corporations governed by these Acts the ability to host electronic meetings, or, where the Acts already permit some form of electronic meetings, the amendments contemplated by Bill 9 will clarify and simplify the requirements. These permanent changes are intended to support improved engagement and help remove obstacles to participation for people who are unable to attend in-person meetings.
Corporate entities will have the option to hold "fully electronic meetings", so that participants would attend solely by telephone or other communications medium, or "partially electronic meetings" in which some participants may attend in person and others by telephone or other communications medium. These options are available for general meetings of shareholders or members and certain other corporate meetings.
If a corporate entity decides to hold a fully or partially electronic meeting:
- it must permit and facilitate the use of the chosen communications method for attending the meeting;
- any notice required for the meeting must specify the instructions for attending and participating at the meeting, including, if applicable, voting at the meeting; and
- any person attending the meeting must be able to participate in it and, if such person is entitled to vote at the meeting, must be able to do so by telephone or other electronic means.
A corporate entity may determine the appropriate platform for an electronic meeting, provided all attendees can participate. When choosing an electronic platform for a meeting, the corporate entity should be ensure that it meets all of the requirements listed above, including providing for participants to vote, if applicable. If an online meeting platform is chosen, organizers should consider providing a telephone option for participants without access to a computer.
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