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O. Reg. 107/20: ORDER UNDER SUBSECTION 7.1 (2) OF THE ACT - CORPORATIONS, CO-OPERATIVE CORPORATIONS AND CONDOMINIUM CORPORATIONS

under Emergency Management and Civil Protection Act, R.S.O. 1990, c. E.9

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Emergency Management and Civil Protection Act

ONTARIO REGULATION 107/20

ORDER UNDER SUBSECTION 7.1 (2) OF THE ACT - CORPORATIONS, CO-OPERATIVE CORPORATIONS AND CONDOMINIUM CORPORATIONS

Note: On May 12, 2020, this Regulation was deemed to have been revoked on March 17, 2020. (See: 2020, c. 7, Sched. 7, s. 13)

Last amendment: 2020, c. 7, Sched. 7, s. 13.

Legislative History: 178/20, 2020, c. 7, Sched. 7, s. 13.

This is the English version of a bilingual regulation.

Whereas an emergency was declared pursuant to Order in Council 518/2020 (Ontario Regulation 50/20) on March 17, 2020 at 7:30 a.m. Toronto time pursuant to section 7.0.1 of the Emergency Management and Civil Protection Act (the “Act”) and has been extended pursuant to section 7.0.7 of the Act;

And Whereas the criteria set out in subsection 7.1 (2) of the Act have been satisfied;

Now Therefore, this Order is made pursuant to subsection 7.1 (2) of the Act, the terms of which are set out in Schedules 1, 2, 3 and 4;

And Further, this Order applies generally throughout Ontario;

And Further, this Order, and any amendment to this Order, is retroactive to March 17, 2020.

O. Reg. 107/20; O. Reg. 178/20, s. 2-4.

SCHEDULE 1
corporations Act

Meetings for Corporations

0.1. The operation of subsection 93 (3) of the Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Poll

(3) If a poll is demanded, it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chair directs.

Changes re meeting after notice given

(4) If a notice of meeting of shareholders has been given in respect of a meeting to be held on a day that falls within the period of the declared emergency and, after the notice is given, the date, time or place of the meeting is changed in order to hold the meeting by telephonic or electronic means, another notice of meeting is not required to be given but the persons entitled to receive the notice must be informed of the change in a manner and within a time that is reasonable in the circumstances.

0.2. The operation of subsection 97 (1) of the Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Information to be laid before annual meeting

(1) For an annual meeting of shareholders held on a date that is in the period that begins on March 17, 2020 and ends on the 120th day after the day the declared emergency is terminated, the directors shall lay before the meeting,

(a) in the case of a private company, a financial statement for the period that commenced on the date of incorporation and ended before such annual meeting or, if the company has completed a financial year, that commenced immediately after the end of the last completed financial year and ended before such annual meeting, as the case may be, made up of,

(i) a statement of profit and loss for such period,

(ii) a statement of surplus for such period, and

(iii) a balance sheet as at the end of such period;

(b) in the case of a public company, a comparative financial statement relating separately to,

(i) the period that commenced on the date of incorporation and ended before such annual meeting or, if the company has completed a financial year, that commenced immediately after the end of the last completed financial year and ended before such annual meeting, as the case may be, and

(ii) the period covered by the financial year next preceding such latest completed financial year, if any,

made up of,

(iii) a statement of profit and loss for each period,

(iv) a statement of surplus for each period,

(v) a statement of source and application of funds for each period, and

(vi) a balance sheet as at the end of each period;

(c) the report of the auditor to the shareholders;

(d) such further information respecting the financial position of the company as the letters patent, supplementary letters patent or by-laws of the company require.

Meeting by Electronic Means, Members’ and Shareholders’ Meetings

1. The operation of section 125.1 of the Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Meeting by electronic means, all corporations

125.1 (1) Despite any provision in the letters patent, supplementary letters patent or by-laws of a corporation that provides otherwise, a meeting of the members or shareholders of a corporation may be held by telephonic or electronic means and a member or shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of this Act to be present at the meeting.

Same

(2) Despite section 117, subsection (1) applies to all corporations to which the Corporations Act, or any provision thereof, applies.

Time Extension for Annual Meetings, Insurance Corporations

2. The operation of subsection 159 (1) of the Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Annual meeting

(1) A meeting of the shareholders and members for the election of directors shall be held within the first three months of every year at such time and place as the by-laws of the corporation prescribe.

Annual meeting, time extension

(1.1) Despite subsection (1), the meeting of the shareholders and members for the election of directors required to be held in 2020 shall be held no later than the 90th day after the day the emergency is terminated.

Means for Meetings of Shareholders or Members

2.1. The operation of subsection 287 (1) of the Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Election of directors

(1) The directors shall be elected by the shareholders or members in general meeting and the election shall be by ballot or in such other manner as the by-laws of the corporation prescribe.

Method of voting or election

(1.1) Despite any provision of this Act or the regulations, where a meeting of shareholders or members is held by telephonic or electronic means in accordance with subsection 125.1 (1), the chair shall conduct a vote or election by ballot or by such other manner as the by-laws of the corporation prescribe, if feasible, otherwise the chair may direct the vote or election by alternate means.

Meeting by Electronic Means, Directors’ Meetings

3. The operation of subsection 283 (3.1) of the Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Meeting by electronic means

(3.1) Despite any provision in the letters patent, supplementary letters patent or by-laws of a corporation that provides otherwise, a meeting of directors or of a committee of directors may be held by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in the meeting by those means is deemed for the purposes of this Act to be present at the meeting.

Time Extension for Annual Meetings, General

4. The operation of section 293 of the Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Annual meetings

293. (1) A corporation shall hold an annual meeting of its shareholders or members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting.

Annual meetings, time extension

(2) Despite subsection (1), if the last day on which a meeting is required to be held under subsection (1) is a day that falls within the period of the declared emergency, the last day on which the meeting is instead required to be held is no later than the 90th day after the day the emergency is terminated.

Same

(3) Despite subsection (1), if the last day on which a meeting is required to be held under subsection (1) is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is instead required to be held is no later than the 120th day after the day the emergency is terminated.

O. Reg. 107/20, Sched. 1; O. Reg. 178/20, s. 5, 6.

SCHEDULE 2
BUSINESS CORPORATIONS ACT

Shareholders’ Meetings, Time Extension and Means of Meeting

1. The operation of section 94 of the Business Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Shareholders’ meetings

94. (1) Subject to subsection 104 (1), the directors of a corporation,

(a) shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting; and

(b) may at any time call a special meeting of shareholders.

Shareholders’ meetings, time extension

(1.1) If the last day on which a meeting referred to in clause (1) (a) is required to be held is a day that falls within the period of the declared emergency, the last day on which the meeting is required to be held is no later than the 90th day after the day the emergency is terminated.

Same

(1.2) If the last day on which a meeting referred to in clause (1) (a) is required to be held is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is required to be held is no later than the 120th day after the day the emergency is terminated.

Same

(1.3) Despite clause (1) (a), the directors of a corporation may call a meeting that is to be held on a day contemplated by subsection (1.1) or (1.2) at a time that enables the corporation to comply with subsections (1.1) or (1.2), as applicable, and that is reasonable in the circumstances.

Same

(1.4) For the purposes of subsections (1.1) to (1.3), the day on which a meeting referred to in clause (1) (a) is required to be held shall be determined in accordance with subsection 154 (1) as it read immediately before March 17, 2020.

Meeting by electronic means

(2) Despite any provision in the articles, by-laws or a unanimous shareholder agreement that provides otherwise, a meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting.

2. The operation of subsection 96 (1) of the Business Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Notice of shareholders’ meetings

(1) Notice of the time and place of a meeting of shareholders shall be sent, in the case of an offering corporation, not less than twenty-one days and, in the case of any other corporation, not less than ten days, but, in either case, not more than fifty days, before the meeting,

(a) to each shareholder entitled to vote at the meeting;

(b) to each director; and

(c) to the auditor of the corporation.

Changes re meeting after notice sent

(1.1) If a notice of a meeting of shareholders has been sent for a meeting to be held on a day that falls within the period of the declared emergency and, after the notice is sent, the date, time or place of the meeting is changed in order to hold the meeting by telephonic or electronic means, another notice of meeting is not required to be sent but the persons entitled to receive the notice must be informed of the change in a manner and within a time that is reasonable in the circumstances.

3. The operation of subsections 103 (1) and (2) of the Business Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Manner of voting

(1) Subject to subsection (2.1) and unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.

Same

(2) Subject to subsection (2.1), a shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

Same

(2.1) Despite any provision of this Act and the regulations, where a meeting of shareholders is held by telephonic or electronic means in accordance with subsection 94 (2), the chair shall conduct the vote by a show of hands or by a ballot in accordance with subsections (1) and (2), if feasible, otherwise the chair may direct voting by alternate means.

Meetings by Electronic Means, Directors’ Meetings

4. The operation of subsection 126 (13) of the Business Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Meeting by electronic means

(13) Despite any provision in the articles, by-laws or a unanimous shareholder agreement that provides otherwise, a meeting of directors or of a committee of directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting.

5. The operation of subsection 154 (1) of the Business Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Information to be laid before annual meeting

(1) For an annual meeting of shareholders held on a date that is in the period that begins on March 17, 2020 and ends on the 120th day after the day the declared emergency is terminated, the directors shall place before the meeting,

(a) in the case of a corporation that is not an offering corporation, financial statements for the period that began on the date the corporation came into existence and ended before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended before the annual meeting;

(b) in the case of a corporation that is an offering corporation, the financial statements required to be filed under the Securities Act and the regulations thereunder relating separately to,

(i) the period that began on the date the corporation came into existence and ended before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended before the annual meeting, and

(ii) the immediately preceding financial year, if any;

(c) the report of the auditor, if any, to the shareholders; and

(d) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.

O. Reg. 178/20, s. 7.

Schedule 3
Co-operative Corporations Act

Meeting by Electronic Means, Members’ Meetings

1. The operation of subsections 74 (3) to (5) of the Co-operative Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Meeting by electronic means

(3) Whether or not the articles or by-laws of a co-operative so provide, a meeting of the members of a co-operative, including a meeting of the members of a non-profit housing co-operative, may be held by telephonic or electronic means by which all members participating in the meeting can hear each other, and a member who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of this Act to be present at the meeting.

Same

(4) A meeting held under subsection (3) is deemed to be held at the place where the head office of the co-operative is located.

Definition of “telephonic or electronic means”

(5) For the purposes of this section and sections 75, 76 and 90,

“telephonic or electronic means” means telephone calls or messages, facsimile messages, electronic mail, transmission of data or information through automated touch-tone telephone systems, transmission of data or information through computer networks, any other similar means or any other prescribed means.

2. The operation of subsection 75 (3) of the Co-operative Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Poll

(3) If a poll is demanded, it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chair directs.

Changes re meeting after notice given

(4) If a notice of meeting of members or shareholders has been given in respect of a meeting to be held on a day that falls within the period of the declared emergency and, after the notice is given, the date, time or place of the meeting is changed in order to hold the meeting by telephonic or electronic means, another notice of meeting is not required to be given but members, shareholders and any other person entitled to receive the notice must be informed of the change in a manner and within a time that is reasonable in the circumstances.

Suspension of In-Person Voting

3. The operation of subsection 76 (4) of the Co-operative Corporations Act is temporarily suspended.

Voting by Electronic Means

4. The operation of subsection 76 (5) of the Co-operative Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Voting by other means

(5) Whether or not the articles or by-laws of a co-operative, including a non-profit housing co-operative, so provide, voting may take place by mail or by telephonic or electronic means.

Time Extension for Annual Meetings

5. The operation of section 77 of the Co-operative Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Annual meetings

77. (1) A co-operative shall hold an annual meeting of its members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting and at such meeting any member shall have an opportunity to raise any matter relevant to the affairs and business of the co-operative.

Annual meetings, time extension

(2) Despite subsection (1), if the last day on which a meeting is required to be held under subsection (1) is a day that falls within the period of the declared emergency, the last day on which the meeting is instead required to be held is no later than the 90th day after the day the emergency is terminated.

Same

(3) Despite subsection (1), if the last day on which a meeting is required to be held under subsection (1) is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is instead required to be held is no later than the 120th day after the day the emergency is terminated.

Election of Directors by Electronic Means

6. The operation of subsection 90 (1) of the Co-operative Corporations Act is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Election of directors

(1) The directors shall be elected by the members in general meeting, and the election shall be by ballot in the manner prescribed by section 91.

Method of voting or election

(1.1) Where a general meeting of members referred to in subsection (1) is held by telephonic or electronic means in accordance with subsection 74 (3), the chair shall conduct a vote or election by ballot in the manner prescribed by section 91, otherwise the chair may direct the vote or election by alternate means.

Meeting by Telephone, Board and Executive meetings

7. The operation of subsection 94 (3) of the Co-operative Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Meetings by telephone

(3) Whether or not the by-laws or articles of a co-operative provide otherwise, any director may participate in a meeting of the board of directors or of the executive committee by means of conference, telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and a director participating in a meeting pursuant to this subsection shall be deemed for the purposes of this Act to be present in person at that meeting.

Information to be Laid Before Annual Meeting

8. The operation of subsection 128 (1) of the Co-operative Corporations Act is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Information to be laid before annual meeting

(1) For an annual meeting of the members held on a day that is in the period that begins March 17, 2020 and ends on the 120th day after the day the declared emergency is terminated, the directors shall lay before the meeting,

(a) a comparative financial statement relating separately to,

(i) the period that commenced on the date of incorporation and ended before the annual meeting or, if the co-operative has completed a financial year, that commenced immediately after the end of the last completed financial year and ended before such annual meeting, as the case may be, and

(ii) the period covered by the financial year next preceding such latest completed financial year, if any,

made up of,

(iii) a statement of profit and loss for each period,

(iv) a statement of surplus for each period,

(v) a statement of patronage returns allocated to members during the year,

(vi) a statement of source and application of funds for each period, and

(vii) a balance sheet as at the end of each period;

(b) the report of the auditor to the members; and

(c) such further information respecting the financial position of the co-operative as the articles or by-laws of the co-operative require.

O. Reg. 178/20, s. 8.

Schedule 4
CondominIum Act, 1998

Meetings of Directors

1. The operation of subsection 35 (2) of the Condominium Act, 1998 is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Notice

(2) The person calling a meeting of directors shall give a written notice of the meeting to every director of the corporation in the following manner:

1. The notice shall be given at least 10 days before the day of the meeting, unless the by-laws specify otherwise.

2. The notice shall be given to the director by one of the following means,

i. delivering the notice personally, unless the by-laws specify otherwise,

ii. sending the notice by prepaid mail or courier delivery addressed to the director at the latest address as shown on the records of the corporation, unless the by-laws specify otherwise,

iii. sending the notice by electronic communication addressed to the director at the latest address as shown on the records of the corporation, whether or not the by-laws specify otherwise.

2. The operation of subsection 35 (5) of the Condominium Act, 1998 is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Teleconference

(5) A meeting of the directors may be held, in accordance with the regulations, by teleconference or another form of communications system that is prescribed.

Time Extension for Annual General Meetings

3. The operation of subsection 45 (2) of the Condominium Act, 1998 is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Annual general meeting

(2) The board shall hold a general meeting of owners not more than three months after the registration of the declaration and description and subsequently within six months of the end of each fiscal year of the corporation.

Annual general meetings, time extension

(2.1) Despite subsection (2), if the last day on which a meeting is required to be held under subsection (2) is a day that falls within the period of the declared emergency, the last day on which the meeting is instead required to be held is no later than the 90th day after the day the emergency is terminated.

Same

(2.2) Despite subsection (2), if the last day on which a meeting is required to be held under subsection (2) is a day that falls within the 30-day period that begins on the day after the day the emergency is terminated, the last day on which the meeting is instead required to be held is no later than the 120th day after the day the emergency is terminated.

Change in Date, Time or Place of Meeting of Owners

4. The operation of subsection of 47 (1) of the Condominium Act, 1998 is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Giving notice to owners

(1) Any notice that is required under this Act to be given to owners shall,

(a) be in writing;

(b) be given at least 15 days before the day of the meeting, if the notice is a notice of meeting of owners;

(c) if the notice is a preliminary notice described in subsection 45.1 (1), be given at least 20 days before the subsequent notice of meeting of owners described in that subsection;

(d) be given to the owners in accordance with subsection (4); and

(e) if the notice is a notice of meeting of owners or a preliminary notice described in subsection 45.1 (1), be given to the mortgagees described in subsections (2) and (3) in accordance with subsection (5).

Changes re meeting after notice given

(1.1) If a notice of meeting of owners mentioned in clause (1) (b) has been given in respect of a meeting to be held on a day that falls within the period of the declared emergency and, after the notice is given, the date, time or place of the meeting is changed in order to hold the meeting by telephonic or electronic means, another notice of meeting is not required to be given but the persons entitled to receive the notice must be informed of the change in a manner and within a time that is reasonable in the circumstances.

Meeting of Owners by Electronic Means

5. The operation of subsection 50 (2) of the Condominium Act, 1998 is temporarily suspended and the following replacement provisions are in effect during the temporary suspension period only:

Determination of quorum

(2) To count towards the quorum, an owner must be entitled to vote at a meeting and shall be present at the meeting or represented by proxy.

Meeting of owners by electronic means

(2.1) Despite any by-law, a meeting of owners may be held by telephonic or electronic means, as defined in subsection 52 (1.1), and an owner or a mortgagee who, personally or by proxy, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed, for the purposes of this Act, to be present at the meeting or represented by proxy, as the case may be.

Voting by Electronic Means

6. The operation of subsection 52 (1) of the Condominium Act, 1998 is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Method of voting

(1) Votes may be cast by,

(a) a show of hands, personally or by proxy; or

(b) a recorded vote that is,

(i) marked on a ballot cast personally or by a proxy,

(ii) marked on an instrument appointing a proxy, or

(iii) indicated by telephonic or electronic means, whether or not the by-laws so permit.

Service by Electronic Means

7. The operation of section 54 of the Condominium Act, 1998 is temporarily suspended and the following replacement provision is in effect during the temporary suspension period only:

Service

54. (1) Unless this Act indicates otherwise, anything required to be given to an owner or a mortgagee under this Act is sufficiently served if it is given in accordance with subsection 47 (4) or (5), as the case may be.

Service re meetings

(2) Despite any provision of this Act or the regulations and despite the declaration or by-laws of a corporation, anything required by this Act or the regulations to be given to an owner or a mortgagee in respect of any meeting under this Act is sufficiently served if it is given by electronic means.

Same

(3) For greater certainty, subsection (2) applies even if an owner has not entered an agreement described in clause 47 (4) (c) and even if a mortgagee has not entered an agreement described in clause 47 (5) (c).

Matters and material

(4) Despite any provision of this Act or the regulations and despite the declaration or by-laws of a corporation, any matters or material required or permitted to be placed before a meeting of owners may be placed by electronic means.

Forms

(5) For greater certainty, if a form has been specified under this Act as the form in which a document or information shall be given, the document or information shall be given in that form with any modifications necessary to reflect changes to this Act set out in Schedule 4 of Ontario Regulation 107/20 (Order Under Subsection 7.1 (2) of the Act - Corporations, Co-Operative Corporations and Condominium Corporations).

Definition

(6) In this section,

“electronic means” means any means that uses any electronic or other technological means to transmit information or data, including fax, e-mail, computer or computer networks.

O. Reg. 178/20, s. 9.

 

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