COVID-19 Corporate Update Ontario Temporary Relief Measures Coming to an EndIn an email to stakeholders on September 8, 2020, the Ministry of Government and Consumer Services provided a reminder that the temporary amendments to Ontario legislation, enacted in the COVID-19 Response and Reforms to Modernize Ontario Act, 2020, will be expiring soon. The expiration of the temporary relief comes as a result of the termination of Ontario’s declared emergency as of July 24, 2020, pursuant to the Reopening Ontario (A Flexible Response to COVID-19) Act, 2020. These temporary amendments, discussed in the May 2020 Charity & NFP Law Update, provide relief to Corporations Act (“OCA”) and Co-operative Corporations Act (“CCA”) corporations during the COVID-19 pandemic by allowing them to defer their annual general meetings (“AGMs”) in certain circumstances, as follows:
The Ministry also indicated that there would be no further extensions to timelines for AGMs because AGMs are an essential component of the democratic functions and self-governance of corporations, and represent an important opportunity for members to raise issues and to monitor the fiscal health, performance and governance of their corporations. The COVID-19 Response and Reforms to Modernize Ontario Act, 2020 also temporarily amends the OCA and CCA to permit corporations to call and hold meetings electronically, despite any provision in the letters patent, supplementary letters patent or by-laws that provides otherwise. As indicated by the Ministry, this relief will terminate on the 120th day after the day the emergency is terminated (i.e. November 21, 2020), unless further extended by regulation. Additionally, the Ministry indicated that it is exploring other options to extend this period to permit corporations to conduct AGMs by electronic means, and will provide updates as they become available. |