Covid brought rapid changes to the legal requirements around signing wills, executing mortgages, and holding corporate meetings, overturning centuries of traditional practices. With the Finance Statutes Amendment Act (No. 2), 2021, new flexibility for corporate meetings in BC is one change that is here to stay.
While electronic member meetings have been optional for societies under the Societies Act for years, ministerial orders issued at the beginning of the Covid pandemic made these available to all societies. The changes apply to the Business Corporations Act, Cooperative Association Act, Credit Union Incorporation Act, Financial Institutions Act and Societies Act, but this article focuses on implications for societies.
Societies have embraced new technological options, and many clients advise us that they intend to carry on with online meetings or hybrid in-person / online meetings. The amendments add two new definitions:
- “fully electronic meeting” means a meeting in which persons are entitled to participate solely by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone or other communications medium;
- “partially electronic meeting” means a meeting in which persons are entitled to participate in person or by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person.
In both cases, the emphasis is that persons attending the meeting must be able to participate by voting, participating in discussions, recusing from decisions, etc. Societies assessing online platforms should be careful to ensure that attendees will be able to participate and vote (confidentially), and also consider how to ensure that in-person and online attendees can communicate with one another.
Notices for electronic meetings, must contain instructions for attending and participating in the meeting by telephone or online communications medium, including, if applicable, instructions for voting at the meeting. That is, societies do have an obligation to ensure participants have simple, clear directions for accessing the meeting. Dealing with member complaints about not being able to log in or vote will cause unnecessary delay and confusion.
Finally, the amendments provide balanced guidance to societies around the issue of facilitating electronic access on demand. In short, if a society holds a general meeting in person, the society is not obligated to facilitate electronic access to the meeting. That is, members cannot insist on having Zoom or some other technology set up to allow them to attend an otherwise in-person meeting. Conversely, if a society holds an electronic meeting, the society must obviously facilitate electronic participation in the meeting – but need not open the meeting up to in-person attendance.
Finally, the amendments provide a retroactive transitional section to regularize ‘non-standard’ notices: Electronic Attendance at Corporate Meetings (COVID-19) Order. If you have questions about the requirements for member meetings, please contact our office.