Ontario government passes emergency order allowing virtual meetings and AGM extensions for non profits (but not for co-ops)

April 9th, 2020 by Claudia Pedrero

UPDATE: this order has been extended to co-ops and condo corporations. See our update here.

Last week the provincial government passed an emergency order giving Ontario non‑profits some much‑needed flexibility during this challenging time.

Unfortunately, this order does not extend to Ontario co‑operative corporations, so organizations governed by the Co‑operative Corporations Act need to adhere to the rules in that legislation and their by‑laws on when and how to hold meetings. The housing co-op world is still recommending as they did in the March 24 communique from CHFT.

The government passed an emergency order under section 7.1(2) of the Corporations Act that temporarily suspends various sections of that legislation and substitutes the following new rules that affect non‑profits:

1.      Electronic members’ meetings and board meetings

The emergency order will allow Ontario non‑profits to hold members’ meetings and board meetings electronically (for example via conference call or video call), even if the organization’s governing documents, by‑laws and rules don’t explicitly allow this.

The general rule for holding meetings electronically is that all attendees need to be able to participate concurrently.  In other words, people need to be able to hear each other and communicate freely.

Organizations holding meetings electronically should make sure that the platform they use is secure, especially if some of the information discussed at the meeting is confidential.

2.       Time extension for AGMs

The emergency order will also allow non-profit organizations to postpone their annual meetings.

If the AGM should have been held on a day that falls during the province’s state of emergency, then the AGM can be held no later than 90 days after the state of emergency is lifted.

If the AGM should ordinarily have been held during the 30‑day period following the end of the state of emergency, then the organization has up to 120 days following the end of the state of emergency to hold their AGM.

Filed in: Co-operative Law, Not for Profit Law