COVID-19 Corporate Update
October 2020 Charity & NFP Law Update
Published on October 30, 2020

By Theresa L.M. Man

Ontario Extends Relief for Members’ and Directors’ Electronic Meetings to May 31, 2021

Since the beginning of the COVID-19 pandemic, the government of Ontario has provided certain relief to corporations under the Corporations Act (“OCA”) and Co-operative Corporations Act (“CCA”). On October 1, 2020, the government provided a further extension to permit electronic meetings of directors and members, regardless of contrary provisions in a corporation’s constating documents, until May 31, 2021. These extensions were introduced to the OCA through O Reg 544/20, Extension of Temporary Suspension Period, and to the CCA through O Reg 543/20, Extension of Temporary Suspension Period.

By way of background, and as explained in the May 2020 COVID-19 Corporate Update, the OCA and CCA were amended on May 12, 2020, to provide a relief during the pandemic. This relief was effected enacting Bill 190, COVID-19 Response and Reforms to Modernize Ontario Act, 2020. These relief provisions are effective during the “temporary suspension period”, being the period of the declared emergency and a 120-day period following the termination of the declared emergency (i.e. November 21, 2020), together with additional periods established by regulation. The termination of the temporary suspension period, originally set for November 21, 2020, is therefore now extended to May 31, 2021. However, O Regs 544/20 and 543/20 do not provide further extensions to timelines for annual general meetings because those 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.

Read the October 2020 Charity & NFP Law Update