( Disponible en anglais seulement )
Technology is improving at a rapid pace, which has an obvious and corresponding effect on the mediums through which we communicate. Recent developments in telecommunications technology have increased the ability of a corporation to manage the ease and flow of communication between its decision-makers, employees and service providers. This has the direct effect of increasing both the efficiency and the effectiveness of organizations. One such development is technology that permits corporations to hold electronic meetings that are comprised of numerous individuals participating from various locales. This conferencing technology has proven to be valuable to charities and non-profit organizations (NPOs) that maintain a broad public membership. This article canvases some of the practical and legal considerations that charities and NPOs should consider when holding virtual meetings.
Virtual or electronic meetings reduce travel costs, travel time, and scheduling challenges often associated with in-person meetings, and facilitate and increase attendance and participation. Virtual meetings also have the ability to increase the number of individuals who are willing to serve as directors or participate as members of an organization, since they reduce the time commitment required to attend meetings in person.
Corporations deliberating whether to transition to a virtual meeting platform must take into consideration the extent to which all of their members have access to the particular platform. For example, for web-based platforms, an organization would need to establish in advance whether all of its members have access to computers as well as reliable internet connections to ensure they are able to attend an online meeting.
While there are sometimes costs associated with certain virtual meeting platforms, these costs may prove to be significantly less than those associated with in-person meetings. At times, costs of in-person meetings may include the costs of renting a meeting space, catering food, and travel.
A corporation considering whether to hold virtual meetings should canvass the array of platform developers to determine which meeting platform has features that best suit its specific needs. For instance, many (but not all) meeting platforms can help track which individuals attend the meeting. This is valuable when determining quorum of the meeting. If the corporation has a large membership base, the corporation will need a platform that allows it to manage the flow of communication among the large number of individuals. Some platforms allow participants to virtually “raise their hand”, as well as permit the chair to set a queue of speakers. These features are useful when an organization wishes to optimize participation and ensure that meetings are conducted in an orderly fashion and on time. Some virtual meeting platforms feature the ability to record meetings. This is a convenient and potentially invaluable tool for corporations that often experience the problem of inaccurate, incomplete or widely disputed meeting minutes (or for those wishing to preempt such conflict). Corporations must also consider whether the platform allows members to vote in a manner that is consistent with any and all applicable legislative provisions.
Corporations should be aware of the potential limitations or difficulties associated with virtual meetings. Although a corporation may be tempted to transition wholly to virtual meetings, some meetings should still be held in-person. Contrary to in-person meetings, electronic meetings have the downside of eliminating the initial face-to-face conversation and networking that often serve to facilitate a more personable working relationship and which many enjoy. In some cases, virtual meetings may also give rise to a loss of confidentiality, as it can be difficult to confirm who else is in the virtual location or whether the meeting participant has shared their meeting log-in information, either directly or indirectly, with another party. New technologies are also often associated with a steep learning curve, which may be frustrating for meeting participants and may initially result in a lack of participation and/or efficiency. Corporations considering whether to implement a particular meeting platform are advised to engage in a practice run and consider a back-up plan if there are technical difficulties.
Unless its bylaws provide otherwise, members of a corporation incorporated federally under the Canada Not-for-Profit Corporations Act (CNCA), are permitted by the CNCA to attend meetings by “telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting”. Members attending a meeting by these virtual means are permitted to vote electronically on the platform the corporation has a made available for such purpose.
However, the regulations to the CNCA, require voting be carried out in a way that both enables the votes to be verified and provides the voter with anonymity. These requirements may prove difficult to meet. Corporations should ensure the platform chosen for the meeting allows them to comply with these regulations.
The corporate legislation in many other Canadian provinces also permit the members of non-profit corporations to attend electronic meetings. Corporations should review all applicable legislation before choosing the appropriate virtual platform.
Miller Thomson LLP’s Charities and Not-for-Profit Law lawyers can assist in highlighting the unique issues specific to your corporation that should be considered when choosing whether to hold virtual or electronic meetings, including, but not limited to ensuring your corporation meets the legal requirements of a virtual meeting in the jurisdiction in which it operates.