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On October 1, 2020, Ontario passed Regulation 544/20 under the Corporations Act (the “Regulation”), extending the ability for corporations to hold Member, Board and Board Committee meetings electronically until May 31, 2021. This means that corporations governed by the Corporations Act may continue to hold meetings virtually, notwithstanding current requirements in by-laws or letters patent until May 31, 2021, or until another regulation is passed extending such time period. This will enable Ontario not-for-profit corporations to continue to carry on governance meetings while maintaining social distancing encouraged during the COVID-19 pandemic.
Earlier this year, Ontario passed the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 which made temporary changes to various statues, including the Corporations Act, to provide greater flexibility for conducting governance operations during the “temporary suspension period”. The changes to the Corporations Act included the ability for Board and Members meetings to be conducted electronically regardless of what is stated in the Corporation’s By-laws, Letters Patent or Supplementary Letters Patent during the temporary suspension period.
The declared emergency was terminated on July 24, 2020 with the coming into force of the Reopening Ontario (A Flexible Response to COVID-19) Act, 2020 which means that the “temporary suspension period” was to come to an end on November 21, 2020. By passing the Regulation this period is extended to May 31, 2021.
However, no further time extensions have been granted under the Corporations Act for holding Annual General Meetings. The COVID-19 Response and Reforms to Modernize Ontario Act, 2020 included extensions to:
- The timeline to hold Annual General Meetings which fell within the period of declared emergency, which was extended to 90 days after the day the emergency was terminated by the Province; and
- The timeline to hold Annual General Meetings which fell within the 30-day period that began on the day after the emergency was terminated, which was extended to 120 days after the day the emergency was terminated by the Province.
This means that Annual General Meetings previously scheduled between March 17, 2020 and July 24, 2020 should have been completed by October 22, 2020, and any Annual General Meetings falling between July 25, 2020 and August 24, 2020 should be completed by November 21, 2020. The rationale for Annual General Meetings to proceed is to facilitate governance decision-making during the pandemic that will continue for some time.
Miller Thomson’s Health Industry lawyers continue to monitor legislative developments and are available to support organizations with good governance procedures for Board and Members meetings.