Apr 7, 2020
Governing Your Non-Profit During COVID-19 – Holding Electronic Meetings
By: Noah Ciglen
During these turbulent times, Non-Profits need to be able to respond quickly to the changing environment and many executive directors or other members of senior management may require approval of their Board of Directors or even Members before they can take certain steps.
In the non-COVID-19 world, when one of these approvals was required a meeting would be called, and the Board or Members would gather to discuss the issue and hold a vote. However, given the new restrictions imposed on public gatherings and the general consensus to practice social distancing, in-person meetings are no longer a viable option.
In order to ensure that our Non-Profit industry is still able to operate, the Provincial Government has passed an emergency order pursuant to Section 7.1(2) of the Emergency Management and Civil Protection Act, to permit all Non-Profits incorporated under Provincial legislation (the Corporations Act) to hold its meetings virtually. Federal Non-Profits, being those incorporated under the Canada Not-for-Profit Act, already possess this ability.
Virtual Meetings for All – The Emergency Order
Prior to the enactment of Regulation 107/20 (the “Emergency Order”), which is retroactive to March 17, 2020, a Non-Profit was able to conduct its Members and Directors meetings through telephonic or electronic means, unless the by-laws of the Non-Profit said otherwise. The Emergency Order, however, overrides the provisions of a Non-Profits by-laws and provides that all Non-Profits may conduct both their Members and Directors meetings by telephone or other electronic means.
For Members’ meetings, attendance by telephone or other electronic means is deemed to have occurred when a Member either: (i) votes through the electronic medium or (ii) is able to establish a communications link to the meeting.
For a Directors’ meeting to be valid, the medium used must allow all participants to be able to communicate with each other instantaneously and simultaneously. Then, so long as a Director joins the meeting with a permitted technology, they are deemed to have been present at the meeting.
Deferred Annual Meetings
In addition to allowing meetings to occur electronically, the Emergency Order also allows Ontario Non-Profits to defer their annual general meetings. In normal circumstances Ontario Non-Profits must conduct their annual general meetings and elect directors within the first three months of the year, however under the Emergency Order the annual general meeting can be deferred until up to 90 days after the current state of emergency has been lifted.