Authors: Steven Robertson, Caolan Lemke, Nathan Cramer
On April 21, 2020, the Minister of Public Safety and Solicitor General for the Province of British Columbia (the “Minister”) passed Ministerial Order M116 (the “Order”) under the Emergency Program Act. The Order permits British Columbia organizations to facilitate and hold electronic meetings for as long as public health orders enacted in response to the COVID-19 pandemic are in place.
Statutorily mandated meetings of stakeholders of certain organizations formed under British Columbia law (such as annual or special general shareholder meetings or directors meetings of British Columbia business corporations) may be conducted on a wholly virtual basis for the duration the Order remains in effect. The Order allows business corporations, co-operative associations and societies to hold virtual meetings in compliance with existing social distancing requirements and gathering prohibitions.
Specifically, organizations are permitted to hold meetings solely by telephonic or electronic means, provided that:
- appropriate notice procedures are satisfied (which must include, in addition to all meeting materials legally required to be made available to participating stakeholders (e.g. information circulars, proxies, draft resolution language, etc.), instructions on how to participate and vote at the meeting);
- all persons present at the meaning are able to communicate and vote at the meeting; and
- the organization responsible for holding the meeting facilitates the use of the virtual communications medium at the meeting.
Meeting organizers may also hold ‘hybrid’ meetings, permitting both in-person attendance and virtual attendance.
The Order specifically overrides the provisions of:
- the Business Corporations Act (British Columbia);
- the Societies Act (British Columbia);
- the Cooperative Association Act (British Columbia); and
- any articles, bylaws, memoranda, rules or similar constating documents of an entity made thereunder,
by deeming that attendance via telephone or electronic communication constitutes in-person presence at such meetings, and that any virtual meetings so held shall be deemed to have been held in British Columbia.
The Minister’s authority to pass the Order is provided for generally under Section 10(1) of the Emergency Program Act, which grants ministerial authority to do all acts and implement all procedures that the Minister considers necessary to prevent, respond to, or alleviate the effects of an emergency or disaster.
The Order is effective as of April 21, 2020 and will continue in force until the date on which the last extension of British Columbia’s COVID-19 state of emergency has expired or is cancelled.
For a further discussion of specific considerations in implementing and attending virtual shareholder meetings, please see The Virtual Reality of COVID-19: Is Your Company Prepared to Hold its Annual General Shareholders Meeting Virtually.
For further discussion of specific considerations for strata councils, view our COVID-19: Virtual Meetings and Strata Councils in British Columbia.
MLT Aikins is available to assist companies, associations and societies in navigating their corporate governance needs. Visit our Corporate/Commercial, Charities & Not-for-Profits and Credit Unions & Co-operatives expertise pages to learn more about our team and our work in these areas.
Note: This article is of a general nature only. Laws and government programs may change over time and should be interpreted only in the context of particular circumstances such that these materials are not intended to be relied upon or taken as legal advice or opinion. Readers should consult a legal professional for specific advice in any particular situation.