Ontario issues emergency order to enable flexibility in Board and Members meetings during COVID-19 Pandemic

April 1, 2020 | Karima Kanani, Meg Berkovitz (née Spevak)

On March 25, 2020 Miller Thomson held a special edition Coffee Talk Directors Series titled Governance in COVID-19: Key Actions for Health Provider Boards of Directors.  In that session, we discussed duties and responsibilities of Boards for continuing conduct for Board meetings and Annual General Meetings during the COVID-19 pandemic.

Non-profit health service providers in Ontario are generally governed by the Corporations Act, which sets out requirements for the conduct of both Board and Members meetings.

On March 30, 2020, Ontario passed an Order under the Emergency Management and Civil Protection Act entitled “Meetings for Corporations” (the “Order”), making temporary changes to the Corporations Act to provide greater flexibility for conducting governance operations during the COVID-19 pandemic, as follows:

  • Board meetings can be conducted electronically regardless of what is stated in the Corporation’s By-laws, Letters Patent or Supplementary Letters Patent.
  • Members meetings can be conducted electronically regardless of what is stated in the Corporation’s By-laws, Letters Patent or Supplementary Letters Patent.
  • The timeline to hold Annual General Meetings which fall within the period of declared emergency has been extended to 90 days after the day the emergency is terminated by the Province.
  • The timeline to hold Annual General Meetings which fall within the 30 day period that begins on the day after the emergency is terminated has been extended to 120 days after the day the emergency is terminated by the Province.

The Order applies these temporary measures retroactive to March 17, 2020.

Directors should continue to be informed of their own Board requirements in their corporate governance documents for calling and conducting urgent meetings to ensure that the Board can act swiftly as necessary in this time of crisis.

 

Miller Thomson is closely monitoring the COVID-19 situation to ensure that we provide our clients with appropriate support in this rapidly changing environment. For articles, information updates and firm developments, please visit our COVID-19 Resources page.

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