51

 


 

First Session, 49th General Assembly

69 Elizabeth II, 2020

BILL 51

AN ACT TO AMEND THE CONDOMINIUM ACT, 2009, THE
CO-OPERATIVES ACT AND THE CORPORATIONS ACT

Received and Read the First Time................................................................

Second Reading............................................................................................

Committee.....................................................................................................

Third Reading...............................................................................................

Royal Assent.................................................................................................

HONOURABLE SARAH STOODLEY

Minister of Digital Government and Service Newfoundland and Labrador

Ordered to be printed by the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would amend the Condominium Act, 2009, the Co-operatives Act and the Corporations Act to allow for meetings and voting to be held by electronic means.

 


BILL 28

AN ACT TO AMEND THE CONDOMINIUM ACT, 2009, THE CO-OPERATIVES ACT AND THE CORPORATIONS ACT

Analysis


              CONDOMINIUM ACT, 2009

        1.   S.19.1 Added
Meeting by electronic means

        2.   S.21 Amdt.
Voting

              CO-OPERATIVES ACT

        3.   S.48 Amdt.
Conduct of meetings

        4.   S.72.1 Added
Meeting by electronic means

        5.   S.78 Amdt.
Voting rights

        6.   S.82 Amdt.
Voting procedure

              CORPORATIONS ACT

        7.   S.188 R&S
Directors meeting by electronic means

        8.   S.217.1 Added
Shareholders meeting by electronic means

        9.   S.239 Amdt.
Voting method

      10.   S.254 Amdt.
Attendance at meeting


Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:

CONDOMINIUM ACT, 2009

SNL2009 cC-29.1 as amended

        1. The Condominium Act, 2009 is amended by adding immediately after section 19 the following:

Meeting by electronic means

   19.1 (1) A person entitled to attend a meeting of directors or members under this Act may participate in the meeting by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (2)  Subsection (1) applies only where the corporation approves and makes available the method of communication by which the person is to attend the meeting.  

             (3)  A person participating in a meeting by telephone, electronic means or other method of communication under subsection (1) is considered for the purposes of this Act to be present at the meeting.

             (4)  A meeting held under this Act may be held entirely by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (5)  A meeting held under subsection (4) shall be considered to be held at the place where the registered office of the corporation is located.

 

        2. Section 21 of the Act is amended by adding immediately after subsection (5) the following:

             (6)  A vote referred to in this section may be held entirely by telephone, electronic means or other method of communication where

             (a)  the corporation approves and makes available the method of communication; and  

             (b)  the method of communication

                      (i)  enables the votes to be gathered in a manner that permits their subsequent verification, and

                     (ii)  permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member or group of members voted.

             (7)  A person participating in a meeting of directors or members under this Act and entitled to vote at that meeting may vote by telephone, electronic means or other method of communication that the corporation has made available for that purpose where that method of communication

             (a)  enables the vote to be gathered in a manner that permits its subsequent verification; and

             (b)  permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

CO-OPERATIVES ACT

SNL1998 cC-35.1 as amended

        3. (1) Subsection 48(1) of the Co-operatives Act is repealed and the following substituted:

Conduct of meetings

      48. (1) A director may, with the consent of the majority of directors, participate in a meeting of directors or of a committee of directors by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (2)  Section 48 of the Act is amended by adding immediately after subsection (1) the following:          

         (1.1)  Subsection (1) applies only where the co-operative approves and makes available the method of communication by which the director is to attend the meeting.  

         (1.2)  A director participating in a meeting by telephone, electronic means or other method of communication under subsection (1) is considered for the purposes of this Act to be present at the meeting.

         (1.3)  The board of directors may determine that a meeting of directors or of a committee of directors shall be held entirely by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

         (1.4)  A meeting held under subsection (1.3) shall be considered to be held at the place where the registered office of the co-operative is located.

 

        4. The Act is amended by adding immediately after section 72 the following:

Meeting by electronic means

   72.1 (1) A person entitled to attend a meeting of members under section 68, 69, 70, 71 or 72 may participate in the meeting by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (2)  Subsection (1) applies only where the co-operative approves and makes available the method of communication by which the person is to attend the meeting.  

             (3)  A person participating in a meeting by telephone, electronic means or other method of communication under subsection (1) is considered for the purposes of this Act to be present at the meeting.

             (4)  A meeting held under this Act may be held entirely by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting. 

             (5)  A meeting held under subsection (4) shall be considered to be held at the place where the registered office of the co-operative is located.

 

        5. (1) Subsection 78(5) of the Act is repealed and the following substituted:

             (5)  A member may not vote by proxy.

             (2)  Subsection 78(6) of the Act is repealed.

 

        6. Section 82 of the Act is amended by adding immediately after subsection (4) the following:

             (5)  Notwithstanding subsection (1), a vote referred to in subsection (1) may be held entirely by telephone, electronic means or other method of communication where

             (a)  the co-operative approves and makes available the method of communication; and  

             (b)  the method of communication

                      (i)  enables the votes to be gathered in a manner that permits their subsequent verification, and

                     (ii)  permits the tallied votes to be presented to the co-operative without it being possible for the co-operative to identify how each member or group of members voted.

             (6)  A person participating in a meeting of members under section 68, 69, 70, 71 or 72 and entitled to vote at that meeting may vote by telephone, electronic means or other method of communication that the co-operative has made available for that purpose where that method of communication 

             (a)  enables the vote to be gathered in a manner that permits its subsequent verification; and

             (b)  permits the tallied vote to be presented to the co-operative without it being possible for the co-operative to identify how the person voted.

CORPORATIONS ACT

RSNL1990 cC-36
as amended

        7. Section 188 of the Corporations Act is repealed and the following substituted:

Directors meeting by electronic means

   188. (1) Subject to the by-laws, a director may, where all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (2)  Subsection (1) applies only where the corporation approves and makes available the method of communication by which the director is to attend the meeting.  

             (3)  A director participating in a meeting by telephone, electronic means or other method of communication under subsection (1) is considered for the purposes of this Act to be present at the meeting.

             (4)  Subject to the by-laws, the directors of a corporation may determine that a meeting of directors or of a committee of directors shall be held entirely by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (5)  A meeting held under subsection (4) shall be considered to be held at the place where the registered office of the corporation is located.

 

        8. The Act is amended by adding immediately after section 217 the following:

 

Shareholders meeting by electronic means

217.1 (1) Subject to the by-laws, a person entitled to attend a meeting of shareholders may participate in the meeting by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (2)  Subsection (1) applies only where the corporation approves and makes available the method of communication by which the person is to attend the meeting.  

             (3)  A person participating in a meeting by telephone, electronic means or other method of communication under subsection (1) is considered for the purposes of this Act to be present at the meeting.

             (4)  Subject to the by-laws, where the directors of a corporation call a meeting of shareholders under this Act, those directors may determine that the meeting shall be held entirely by telephone, electronic means or other method of communication that permits all participants to communicate with each other during the meeting.

             (5)  A meeting held under subsection (4) shall be considered to be held at the place where the registered office of the corporation is located.

 

        9. Section 239 of the Act is amended by adding immediately after subsection (2) the following:

             (3)  Notwithstanding subsection (1), subject to the by-laws, a vote referred to in subsection (1) may be held entirely by telephone, electronic means or other method of communication where

             (a)  the corporation approves and makes available the method of communication; and  

             (b)  the method of communication

                      (i)  enables the votes to be gathered in a manner that permits their subsequent verification, and

                     (ii)  permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each shareholder or group of shareholders voted.

             (4)  Subject to the by-laws, a person participating in a meeting of shareholders under subsection 217.1(1) or (4) and entitled to vote at that meeting may vote by telephone, electronic means or other method of communication that the corporation has made available for that purpose where the method of communication

             (a)  enables the vote to be gathered in a manner that permits its subsequent verification; and

             (b)  permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

 

      10. Subsection 254(1) of the Act is repealed and the following substituted:

Attendance at meeting

   254. (1) A person who solicits a proxy and is appointed proxyholder shall

             (a)  attend, or cause an alternate proxyholder to attend, the meeting in respect of which the proxy is given; and

             (b)  comply with the directions of the shareholder who appointed that person.