During this confinement period, many are questioning about the legal aspects surrounding of board of directors’ meeting, executive committees and members’ general assembly.

We will explain to you the rules applicable to your respective situation.

NPOs constituted under the Companies Act of Quebec (Part III, R.S.Q., c. C-38)

Our legislators had perhaps anticipated this crisis, but changes affecting remote participation on boards of directors, executive committees and members’ general meetings became effective last November.

1. Board of directors and executive committee: 

According to article 89.2: 

“ 89.2. Unless otherwise indicated in the constituting act or in the by-laws of the company, the directors may participate in a meeting of the board of directors by such means, particularly by telephone, as permit all persons participating in the meeting to communicate directly with one another. They are then deemed to be present at the meeting. […] A vote may then be held entirely by any means of communication enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when a ballot has been requested ”.

Therefore, the Board of Directors’ meeting may be held by conference call or videoconference. Unless they prohibit it, this is possible even if it is not mentioned in your by-laws. It may even be possible to hold this meeting by text messaging.

Alternatively, a resolution may be passed without a Board meeting if all directors entitled to vote sign the resolution.

The rules previously applicable to the Board of Directors also apply to Executive Committee meeting unless otherwise stated by the by-laws.

2. Members’ Meeting

Spring is generally the right time for annual meetings of members. However, the current COVID-19 crisis is forcing everyone into home confinement and many wonder how they can hold such an assembly.

As for the Board of Directors’ meeting and unless the by-laws require a face-to-face meeting, members’ meeting may be held by conference call or videoconference.

The annual meeting is held within the time-frame set out in the by-laws or letters patent of the corporation. If not provided for, Article 98(2)(a) requires that the meeting be held within four months following the end of the fiscal year. If it is not possible to meet this deadline, a meeting of members may be held later if an interim balance sheet for the current fiscal year is submitted in addition to the annual balance sheet for the previous financial year.

In addition, one or more resolutions of the members may be passed without a members’ meeting if all members entitled to vote sign the resolution.

If you wish to make changes to your by-laws and unless otherwise stated by the by-laws, amendments to the by-laws may be made by the Board of Directors and then submitted for approval by the General Meeting of members.


NPOs incorporated under the Canada Not-for-Profit Corporation Act (Federal), the Ontario Corporation Act (R.S.A. 1990, c. C-38), the Ontario Not-for-Profit Corporation Act (S.0. 2010, c. 15) or the New Brunswick Companies Act (NBCA 1973, c. 13)

1. Board of directors and Executive Committee:

It is also possible, according to the above-mentioned legislation, to hold the Board of Directors’ Meeting by conference call or videoconference.  The New Brunswick Companies Act requires that this be stated in the by-laws or that all members of the Board of Directors consent to it.

The Ontario Corporation Act and the Ontario Not-for-Profit Corporation Act allow one or more resolutions of the Board of Directors’ members to be passed without a meeting if all members of the board sign the resolution. The Canada Not-for-Profit Corporation Act, the New Brunswick Companies Act and the Ontario Not-for-Profit Corporation Act also permit this by limiting signatures to voting members.  

The rules previously applicable to the Board of Directors also apply to meetings of the Executive Committee unless otherwise stated in the by-laws.

2. Assembly of members: 

As for the Board of Directors’ meeting and unless the by-laws require a face-to-face meeting, members’ meeting may be held by conference call or videoconference in accordance with the Canada Not-for-Profit Corporation Act and the Ontario Corporation Act. The Ontario Not-for-Profit Corporation Act requires the by-laws to be stated. The New Brunswick Companies Act requires the by-laws to be stated or that all voting members consent to it.

The annual meeting is held within the time-frame set out in the by-laws or letters patent of the corporation If not provided for, the Canada Not-for-Profit Corporation Act requires that the meeting be held within six months following the end of the fiscal year while the Ontario Corporation Act and the Ontario Not-for-Profit Corporation Act require that the meeting be held within15 months following the last annual meeting. For a federal corporation, if it is not possible to meet this deadline, a meeting of members may be held later if an application for extension is submitted to Corporations Canada in accordance with the procedure indicated on  this following web page.

 

If you wish to make changes to your by-laws and unless otherwise stated by the by-laws it is possible under the Canada Not-for-Profit Corporation Act, the Ontario Not-for-Profit Corporation Act and the New Brunswick Companies Act to make amendments to the by-laws by the Board of Directors and then submitted for approval by the General Meeting of members.

One or more resolutions of the members may be passed without a members’ meeting if all members entitled to vote sign the resolution under the Canada Not-for-Profit Corporation Act, the Ontario Not-for-Profit Corporation Act and the New Brunswick Companies Act