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Companies May Hold Remote Meetings, Despite Governing Documents

By Sharon G. Druker, from our Business Law Practice Group

April 29, 2020 — By press release dated April 27, 2020, the Minister of Justice and Attorney General of Québec announced that for the duration of the COVID-19 public health emergency, legal persons who must hold meetings of their boards of directors, shareholders (in the case of a corporation) and members (in the case of non-profit organizations) can do so remotely, even if their governing documents require in-person attendance or actually prohibit participation in meetings by technological means. This includes corporations, non-profit legal persons governed by Part III of the Companies Act (Quebec), cooperatives (for both annual and special meetings), partnerships, syndicates of co-owners, professional orders, the council of commissioners of a school board and the governing board of an elementary or high school.

Generally speaking, such technological means must include the use of equipment by the participants which enable all of them to hear each other (e.g., conference call or video-conference) and must permit voting and the recording of the results. Where a secret vote is required, it can be held by any agreed-upon method of communication, failing which it can be held by any method which permits the collection of ballots for subsequent verification and which preserves the secrecy of the votes.

Similar measures have been adopted across Canada in the various provinces and territories. This is however only a temporary solution, and all organizations of every nature who are required to hold meetings should seize this opportunity to update their governing documents (constitution, by-laws, agreement, etc.) to specifically permit meetings held by technological means and to set out the requirements for the meeting to be held and for those “in attendance” to participate.

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