While electronic member meetings have always been an option for societies under the Societies Act (subject to a society’s bylaws), the Societies Act did not have language throughout that fully reflected the electronic meeting option and there remained some ambiguities as to the rules for conducting electronic meetings. Shortly after the start of the COVID-19 pandemic, Ministerial Order 116/2020 was issued, which allowed for societies to conduct electronic meetings even if their bylaws prohibited this option.
On May 20, 2021, the Finance Statues Amendment Act (No. 2), 2021 received Royal Assent which amended certain provisions of the Societies Act to better clarify the rules regarding electronic meetings and repealed Ministerial Order 116/2020, meaning a society’s bylaws again govern the availability of electronic meetings.
The changes to the Societies Act as of May 20, 2021 updates some language throughout the Societies Act and includes new rules regarding electronic meetings of directors and members. The main changes are as follows:
1. The Societies Act now has a definition for “electronic meeting”, “fully electronic meeting” and a “partially electronic meeting”, which are as follows:
“electronic meeting” means a fully electronic meeting or a partially electronic meeting;
“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; and
“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.
2. The directors may meet by electronic meeting, either fully or partially, unless the bylaws of the society provide otherwise (Section 54(1)).
3. If a general meeting of members is a partially electronic meeting, the location for those attending the meeting in person must still be determined by the Societies Act or the bylaws (Section 76(3)). If a general meeting of members is a fully electronic meeting, there are no location requirements for the meeting (Section 76(4)).
4. If a general meeting of members is an electronic meeting (whether partially or fully), the notice must provide instructions for attending, participating, and voting at the meeting (Section 77(2.1)). There is no requirement to provide the location of the meeting in the notice if the meeting is a fully electronic meeting.
5. If the society holds a general meeting of members that is an electronic meeting, they are required to permit and facilitate participation by electronic means (Section 83(2.1)). Otherwise, a society is not obligated to permit or facilitate electronic access to the meeting (Section 83(2)).
6. If a final general meeting of members (in the case of dissolution of a society) is an electronic
meeting and is adjourned, the continuation of the meeting must be held in accordance with the
original notice’s instructions (Section 149(2.1)).
The amendments to the Societies Act also alter the rules relating to quorum for a final general meeting of members, which are now as follows:
1. If a quorum of voting members are not in attendance of a final generally meeting within 30 minutes of a time set for holding the meeting, the liquidator must adjourn the meeting to the same day and time the following week.
2. If, at the continuation of the final general meeting, a quorum of voting members are still not in attendance within 30 minutes of the time set for holding the meeting, the voting members in attendance constitute quorum for such final general meeting.
Finally, as a reminder, Section 83(3) of the Societies Act (formerly Section 83(2)) provides that votes in an electronic meeting of members “must be conducted in a manner that adequately discloses the intentions of the members”. Societies assessing online platforms should be careful to ensure that attendees will be able to participate and vote (confidentially) and that in-person and online attendees will be able to communicate with one another.
If you have any questions about the impact of these changes to the Societies Act on the meetings of
members and directors of your society, please contact one of our lawyers to assist.