Adoption of Bill 36: meetings of the Board of directors and members assemblies facilitated.

Adopted on November 5, 2019, Bill 36 amends the Companies Act (RSQ, c. C-38), applying to NPOs incorporated under Part 3 of this law.

Remote meetings and assemblies

This change now allows for remote decision-making and voting at meetings of boards of directors and assemblies of members, subject to contrary provisions in the constitutive acts of these NPOs or in their regulations. Indeed article 89.2 of the Companies Act now reads:

89.2. Unless otherwise indicated in the constituting act or in the by-laws of the company, the directors may participate in a meeting of the board of directors by such means, particularly by telephone, as permit all persons participating in the meeting to communicate directly with one another. They are then deemed to be present at the meeting.

A vote may then be held entirely by any means of communication enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when a ballot has been requested.

Administrators will be able to participate remotely in any meeting using means allowing all participants to communicate with each other immediately, without the agreement of all administrators or members being required. The means of communication chosen to meet and decide at a distance must, however, allow the votes received to be verified later and that the secret nature of the vote, when applicable, is obviously preserved.

The law also recognizes that resolutions written and signed by all directors have the same value as if they had been adopted during a meeting of the board of directors (art. 89.3). Also, the same possibility is offered to members during a general assembly (art. 89.4), which could greatly facilitate the operation of any NPO formed under Part 3 of the Companies Act.

What about internal regulations?

It should be noted that the new article 89.2 specifically provides that this means of meeting and voting at a distance may be used subject to what is provided for by your internal regulations. In the event that your regulations are silent on the conditions governing meetings of the board of directors or the holding of members' meetings, it will therefore be possible to take advantage of this means of holding meetings or assemblies at a distance, without authorization or consent of the directors.

However, as a general rule, most of the NPOs internal by-laws provide fairly precise procedures for holding meetings of the board of directors or assemblies of members. It is therefore important to check this aspect and the content of the provisions in force in your regulations.

We will be able to advise you and intervene to modify your regulations in order to facilitate meetings of your board of directors using current technological means, in particular IT, and which make it possible to keep a record of the votes cast during the board meeting or the assembly of members.

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