Electronic Attendance at Coporate Meetings

April 22, 2020

Brianne Kingston

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As a result of COVID-19, the Minister of Public Safety and Solicitor General issued an order on April 21, 2020, with respect to attending and hosting corporate meetings. The Ministerial Order applies until the declaration of a state of emergency throughout British Columbia is cancelled or expires.

The Ministerial Order sets out conditions for holding corporate meetings solely by telephone or another communications medium. It gives individuals the right to participate in corporate meetings remotely as long as all participants can communicate with each other and vote at the meeting. The Ministerial Order does not ban in person corporate meetings.

Scope of the Ministerial Order

The Ministerial Order applies to all meetings authorized or provided for by the following “Corporate Enactments”:

• the Business Corporations Act;
• the Cooperative Association Act;
• the Societies Act; or
• a regulation including any article, memorandum, bylaw or rule made under either of these statutes.

The rights and obligations set out in the Ministerial Order apply regardless of anything in the Corporate Enactments.

Hosting corporate meetings

A corporate meeting may be held solely by telephone or another communications medium if the following conditions are met:

• notice of the meeting, if necessary, must include instructions for participating in, attending and, as applicable, voting at the meeting using the communications medium;
• all of the persons who participate in the meeting must be able to communicate with each other and, if applicable, vote at the meeting; and
• the person responsible for holding the meeting must facilitate the use of the communications medium at the meeting.

If a corporate meeting is held solely by telephone or another communications medium, then the meeting is deemed to be held in British Columbia. Therefore, notice of the meeting does not have to specify a location.

Electronic attendance

Any person entitled to participate in or vote at a corporate meeting is entitled to do so by telephone or another communications medium as long as all persons who participate in the meeting, whether they do so electronically or in person, are able to communicate with each other and vote at the meeting.

If a person wishes to participate in a corporate meeting by telephone or another communications medium, then the person responsible for holding the meeting is not required to facilitate the use of the communications medium at the meeting.

Any person who participates in, attends or votes at a corporate meeting by telephone or by another communications medium in accordance with the Ministerial Order is deemed to be present in person at the meeting.

Conclusion

The Ministerial Order does not ban in person corporate meetings. Instead, it sets out parameters for hosting and participating in corporate meetings by telephone or other methods of communication.

For more information regarding your rights and obligations with respect to corporate meetings, please do not hesitate to contact one of our lawyers in the Corporate/Commercial Practice Group.