On March 26, Bill 53: the Service Alberta Statutes (Virtual Meetings) Amendment Act, 2021¹Bill 53: Service Alberta Statutes (Virtual Meetings) Amendment Act, 2021, online: https://docs.assembly.ab.ca/LADDAR_files/docs/bills/bill/legislature_30/session_2/20200225_bill-053.pdf (the “Act”) came into force after receiving Royal Assent. The changes introduced by the Act will be effective retroactively to August 15, 2020, and allow Alberta businesses, non-profits, societies, cooperatives, and condominium corporations to provide digital notice of meetings, as well as to meet and vote online, if their bylaws do not prohibit it. According to the Alberta government, the changes in the Act reflect new technology and ways of meeting that the old legislation did not account for.

The legal requirement for organizations to meet and vote in-person was already suspended last year by the Alberta government due to the COVID-19 pandemic in order to protect public health and safety. When those suspended rules ended in August 2020, many organizations wanted to continue holding virtual meetings but were prevented from doing so by virtue of their bylaws.

LEGISLATION AFFECTED BY THE ACT

These changes will apply to organizations under the following Alberta statutes:

• Business Corporations Act (Alberta)²Business Corporations Act, RSA 2000, c B-9 [BCA]. (the “BCA”);
• Companies Act³Companies Act, RSA 2000, c C-21.;
• Societies Act⁴Societies Act, RSA 2000, c S-14. ;
• Condominium Property Act⁵Condominium Property Act, RSA 2000, c C-22. ; and
• Cooperatives Act⁶Cooperatives Act, SA 2001, c C-28.1..

For example, corporations under the BCA are now permitted to hold directors’ and shareholders’ meetings by electronic means, as well as to provide notice of meetings by electronic means.

“Electronic means” is defined under the BCA⁷BCA, s. 1(p.1). as:

• a method of electronic or telephonic communication
• that enables all persons attending the meeting to hear and communicate with each other instantaneously
  • this includes teleconferencing and computer network-based or internet-based communication platforms.

AMENDMENTS TO ORGANIZATIONAL BYLAWS

Where an organization’s bylaws prohibit electronic meetings and voting, such bylaws will first need to be amended before electronic meetings and voting may commence. Note that if an organization chooses to continue to meet and vote in-person, or if its bylaws already permit electronic meetings and voting, no amendments will be required to the organizational bylaws.

Our Corporate Services Department is happy to assist with bylaw amendments necessary to permit electronic meetings and voting.

More information about the changes introduced by Bill 53 can be found here.

Carscallen LLP’s Corporate Services and Corporate Governance Expertise

Carscallen LLP’s Corporate Services Department supports the team of corporate and commercial lawyers on a wide range of matters and transactions for Alberta and federally-registered organizations including: incorporation of business corporations including unlimited liability corporations and not for profit organizations; amalgamations, continuations, dissolutions and winding up and revivals; name changes, amendments to articles, consolidations and share splits; plans of arrangement; formation of limited partnerships; extra-provincial registrations; annual maintenance filings; registrations for trade names and partnerships; minute book maintenance; and support for due diligence in all North American jurisdictions. 

Our business lawyers advise a wide range of business organizations, including public and private companies, partnerships, not-for-profit companies, and registered charities. We are committed to understanding your business needs and offering timely, targeted legal advice that helps meet your requirements.

Please feel free to contact any member of our Corporate Governance group if you have any questions about how these RTR amendments may affect your business or organization.

*This update is intended for general information only on the subject matter and is not to be taken as legal advice.

• 1
  Bill 53: Service Alberta Statutes (Virtual Meetings) Amendment Act, 2021, online: https://docs.assembly.ab.ca/LADDAR_files/docs/bills/bill/legislature_30/session_2/20200225_bill-053.pdf
• 2
  Business Corporations Act, RSA 2000, c B-9 [BCA].
• 3
  Companies Act, RSA 2000, c C-21.
• 4
  Societies Act, RSA 2000, c S-14.
• 5
  Condominium Property Act, RSA 2000, c C-22.
• 6
  Cooperatives Act, SA 2001, c C-28.1.
• 7
  BCA, s. 1(p.1).