Service Alberta Statutes (Virtual Meetings) Amendment Act, 2021

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Bill 53

BILL 53

2021

SERVICE ALBERTA STATUTES (VIRTUAL MEETINGS)

AMENDMENT ACT, 2021

(Assented to , 2021)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Business Corporations Act

Amends RSA 2000 cB-9 1(1) The Business Corporations Act is amended by this section.

(2) Section 1 is amended by adding the following after clause (p):

(p.1) “electronic means”, in respect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet-based communication platforms;

(3) Section 104 is amended

(a) by adding the following after subsection (2):

(2.1) Unless the bylaws, articles or other governing documents expressly provide otherwise,

1 Explanatory Notes

Explanatory Notes

Business Corporations Act

1(1) Amends chapter B-9 of the Revised Statutes of Alberta 2000.

(2) Definition of electronic means.

(3) Section 104 presently reads in part:

(2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under section 185 or 187 or to which a certificate of continuance has been issued under section 188.

(a) a director or any other person entitled to attend a meeting referred to in subsection (1) may attend the meeting by electronic means,

(b) a meeting referred to in subsection (1) may be held entirely by electronic means,

(c) a person attending a meeting referred to in subsection (1) by electronic means is deemed to be present in person at that meeting, and

(d) a person attending a meeting referred to in subsection (1) by electronic means who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the corporation has made available for that purpose.

(b) by repealing subsection (3) and substituting the following:

(3) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving not less than 5 days’ notice of the meeting to each director, stating the date and time at which the meeting will be held and

(a) the location at which the meeting will be held, or

(b) in the case of a meeting that is to be held, or that a director may attend, by electronic means, the information required for attendees to access the meeting.

(4) Section 114 is amended

(a) by repealing subsection (1) and substituting the following:

Meetings of directors 114(1) Unless the bylaws, articles or other governing documents expressly provide otherwise,

(a) a director may attend a meeting of directors by electronic means,

(b) a meeting of directors may be held entirely by electronic means, and

2 Explanatory Notes

(3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than 5 days’ notice of the meeting to each director, stating the date, time and place of the meeting.

(4) Section 114 presently reads in part:

114(1) Unless the articles otherwise provide, the directors may meet at any place and on any notice the bylaws require.

(4) Notwithstanding subsection (3), directors may transact business at a meeting of directors when fewer than 1/4 of the directors present are resident Canadians if

(a) a resident Canadian director who is unable to be present approves in writing or by electronic means, telephone or other communication device the business transacted at the meeting, and

(c) a director attending a meeting by electronic means under clause (a) or (b) is deemed to be present in person at that meeting.

(b) by adding the following after subsection (4):

(4.1) A notice of a meeting of directors shall specify the date and time at which the meeting will be held and

(a) the location at which the meeting will be held, or

(b) in the case of a meeting that is to be held, or that a director may attend, by electronic means, the information required for attendees to access the meeting.

(c) by repealing subsection (9).

(5) Section 131 is repealed and the following is substituted:

Shareholders’ meetings 131 Subject to any limitations or requirements set out in the regulations, if any, and unless the corporation’s bylaws, articles or other governing documents expressly provide otherwise,

(a) a shareholder or any other person entitled to attend a meeting of shareholders may attend the meeting by electronic means,

(b) a meeting of shareholders may be held entirely by electronic means, and

(c) a person attending a meeting by electronic means under clause (a) or (b) is deemed for the purposes of this Act to be present in person at that meeting.

3 Explanatory Notes

(b) the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives that director’s approval under clause (a), totals at least 1/4 of the directors present at the meeting.

(9) A director may participate in a meeting of directors or of a committee of directors by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear each other if

(a) the bylaws so provide, or

(b) subject to the bylaws, all the directors of the corporation consent,

and a director participating in a meeting by those means is deemed for the purposes of this Act to be present at that meeting.

(5) Section 131 presently reads:

131(1) Meetings of shareholders of a corporation must be held at the place within Alberta provided in the bylaws or, in the absence of such provision, at the place within Alberta that the directors determine.

(2) Notwithstanding subsection (1), a meeting of shareholders of a corporation may be held outside Alberta if all the shareholders entitled to vote at that meeting so agree, and a shareholder who attends a meeting of shareholders held outside Alberta is deemed to have so agreed except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully held.

(3) Subject to any limitations or requirements set out in the regulations, if any, a shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear or otherwise communicate with each other if

(a) the bylaws so provide, or

(b) subject to the bylaws, all the shareholders entitled to vote at the meeting consent,

(6) Section 140(4) and (5) are repealed and the following is substituted:

(4) Notwithstanding subsection (1), unless the bylaws, articles or a unanimous shareholders agreement expressly provides otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by any electronic, telephonic or other method that the corporation has made available for that purpose.

(5) Unless the bylaws, articles or a unanimous shareholders agreement expressly provides otherwise, any person attending a meeting of shareholders under section 131 and entitled to vote at the meeting may vote, in accordance with the regulations, if any, by any electronic, telephonic or other method that the corporation has made available for that purpose.

Companies Act

Amends RSA 2000 cC-21 2(1) The Companies Act is amended by this section.

(2) Section 1 is amended by adding the following after clause (h):

(h.001) “electronic means”, in respect of attending or holding a meeting, means a method of electronic or telephonic

4 Explanatory Notes

and a person participating in a meeting by those means is deemed for the purposes of this Act to be present at that meeting.

(3.1) If the directors or the shareholders of a corporation call a meeting of shareholders, the directors or the shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulation, if any, entirely by electronic means, telephone or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the bylaws so provide.

(4) Notwithstanding subsections (1) and (2), if the articles so provide, meetings of shareholders may be held outside Alberta.

(6) Section 140(4) and (5) presently reads in part:

(4) Notwithstanding subsection (1), unless the bylaws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by electronic means, telephone or other communication facility, if the corporation makes such a communication facility available.

(5) Unless the bylaws provide otherwise, any person participating in a meeting of shareholders under section 131(3) and entitled to vote at the meeting may vote, in accordance with the regulations, if any, by electronic means, telephone or other communication facility that the corporation has made available for that purpose.

Companies Act

2(1) Amends chapter C-21 of the Revised Statutes of Alberta 2000.

(2) Definition of electronic means.

communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet-based communication platforms;

(3) Section 90 is repealed and the following is substituted:

Meetings of directors 90(1) Meetings of the board of directors of a company may be held at any place within or outside Alberta.

(2) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise,

(a) a person entitled to attend a meeting of the company’s board of directors may attend the meeting by electronic means,

(b) a meeting of the company’s board of directors may be held entirely by electronic means,

(c) a person attending a meeting by electronic means under clause (a) or (b) who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the company has made available for that purpose, and

(d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting.

(4) Section 93 is amended by adding the following after subsection (2):

(2.1) Within 15 days after a change in the address of a director or manager, the company shall file with the Registrar a notice of the change.

(5) Section 149 is amended

5 Explanatory Notes

(3) Section 90 presently reads:

90(1) At least 50% of the members of the board of every company shall be resident Albertans.

(2) The meetings of a board of directors may be held at any place within or outside Alberta, but in any year a majority of the meetings of a board of directors shall be held at a place within Canada.

(3) No business of a company shall be transacted at a meeting of a board of directors unless at least 50% of the members of the board of directors present at that meeting are resident Albertans.

(4) A company that fails to comply with this section is guilty of an offence and is liable to a fine of not more than $5000 and every director of the company who authorized, permitted or acquiesced in any such failure is guilty of an offence and liable to a fine of not more than $1000.

(5) Non-compliance with this section does not invalidate any resolution passed or decision made at a meeting of a board of directors.

(6) This section does not apply to an extra-provincial company or a non-resident company.

(7) The Lieutenant Governor in Council may exempt a company from the application of subsection (1), (2) or (3).

(4) Section 93(2) presently reads:

(2) Every company shall file with the Registrar a notice, in the prescribed form, of its first directors or managers within 15 days after their appointment, and within 15 days after any change among the directors or managers is made shall also file with the Registrar a notice of the change in the prescribed form.

(5) Section 149(4) presently reads:

(a) in subsection (4) by striking out “subsection (1)” and substituting “subsections (1) and (4.1)(b)”;

(b) by adding the following after subsection (4):

(4.1) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise,

(a) a person entitled to attend an annual general meeting of the company may attend the meeting by electronic means,

(b) an annual general meeting of the company may be held entirely by electronic means,

(d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting.

(6) Section 150 is amended by adding the following after subsection (6):

(7) Unless a company’s bylaws, articles or other governing documents expressly provide otherwise,

(a) a person entitled to attend a meeting of the company may attend the meeting by electronic means,

(b) a meeting of the company may be held entirely by electronic means,

6 Explanatory Notes

(4) Subject to subsection (1), every annual general meeting of a company shall be held at the time and place the articles provide, either directly or by empowering the directors or the shareholders in general meeting to fix the time and place, and in default of any such provision, or if no meeting is held in accordance with that provision, every annual general meeting shall be held at the place where the registered office of the company is situated, in the month following that in which the anniversary of the company’s becoming entitled to commence business occurs.

(6) Section 150(6) presently reads:

(6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.

(d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting.

(7) Section 156(1) is repealed and the following is substituted:

Providing proxy form to shareholder 156(1) Subject to section 154, the company shall provide to a shareholder, with every notice of a meeting at which the shareholder is entitled to vote, a form of proxy that complies with section 158.

(8) Section 308(5) is repealed.

(9) The following is added after section 308.1:

Notice and service by electronic means 308.2 A notice or document that is required or permitted to be sent, served or delivered under this Act, the regulations or the articles may be sent by electronic means in accordance with the Electronic Transactions Act.

Condominium Property Act

Amends RSA 2000 cC-22 3(1) The Condominium Property Act is amended by this section.

(2) Section 1(1) is amended by adding the following after clause (j.1):

(j.2) “electronic means”, in respect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation,

7 Explanatory Notes

(7) Section 156(1) presently reads:

156(1) Subject to section 154, the management of a company shall, concurrently with or prior to giving notice of a meeting of shareholders of the company, send by prepaid mail to each shareholder who is entitled to vote at the meeting at the shareholder’s last address as shown on the books of the company a form of proxy for use at the meeting that complies with section 158.

(8) Section 308(5) presently reads:

(5) A notice or document that may be sent or delivered under this Act may be sent by electronic means in accordance with the Electronic Transactions Act.

(9) Notice and service by electronic means.

Condominium Property Act

3(1) Amends chapter C-22 of the Revised Statutes of Alberta 2000.

(2) Definition of electronic means.

teleconferencing and computer network-based or internet-based communication platforms;

(3) Section 31 is repealed and the following is substituted:

Meetings of Board or Corporation

Manner and venue 31(1) Unless a corporation’s bylaws expressly provide otherwise,

(a) a person entitled to attend a meeting of the corporation or of its board of directors may attend the meeting by electronic means,

(b) a meeting of the corporation or of its board of directors may be held entirely by electronic means,

(c) a person attending a meeting by electronic means under clause (a) or (b) who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the corporation has made available for that purpose, and

(d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting.

(2) Meetings that are not held entirely by electronic means must be held at a location within the municipality in which the units are located, unless an ordinary resolution to hold the meetings in another location is passed at a general meeting of the corporation.

Cooperatives Act

Amends SA 2001 cC-28.1 4(1) The Cooperatives Act is amended by this section.

(2) Section 1(1) is amended by adding the following after clause (s):

(s.1) “electronic means”, in respect of attending or holding a meeting, means a method of electronic or telephonic

8 Explanatory Notes

(3) Section 31 presently reads:

31(1) Meetings of the board and general meetings of the corporation must be held within the municipality in which the units are located unless an ordinary resolution to hold the meetings in another location is passed at a general meeting of the corporation.

(2) Notwithstanding subsection (1), a member of the board may participate in a meeting of the board by electronic means or other communication facilities if the electronic means or other communication facilities enable the board members participating in the meeting and any other persons attending the meeting to hear each other.

(3) Members of the board participating in a meeting of the board by electronic means or other communication facilities are deemed to be present at the meeting.

Cooperatives Act

4(1) Amends chapter C-28.1 of the Statutes of Alberta, 2001.

(2) Definition of electronic means.

(3) Section 49 is amended

(a) by renumbering it as section 49(1);

(b) in subsection (1)

(i) by repealing clause (b) and substituting the following:

(b) respecting the attending of meetings by electronic means, the holding of meetings entirely by electronic means, the electronic or other methods by which voting may occur at a meeting that is attended or held by electronic means and the methods by which notice of meetings may be given;

(ii) by repealing clause (h) and substituting the following:

(h) governing the giving of a notice of a meeting of members or investment shareholders of a cooperative, the information that must be included in the notice, the manner of giving the notice and the persons entitled or not entitled to receive the notice;

(c) by adding the following after subsection (1):

(2) Regulations under subsection (1)(b), (h) or (cc) may

(a) set different requirements for different periods of time, and

(b) apply retroactively to a period of time prescribed or otherwise described in the regulations if, in the opinion of the Minister, there are extraordinary circumstances warranting their retroactive application during that period.

(4) Section 75 is repealed and the following is substituted:

9 Explanatory Notes

(3) Section 49 presently reads in part:

49 The Minister may make regulations

(b) governing the holding of meetings by means of a telephonic, electronic or other communication facility;

(h) governing the giving of a notice of the date, time and place of a meeting of members or investment shareholders of a cooperative and the manner of giving notice and the persons entitled or not entitled to receive the notice;

(4) Section 75 presently reads:

Electronic meeting 75 Unless a cooperative’s bylaws expressly provide otherwise,

(a) a director or any other person entitled to attend a meeting of directors may attend the meeting by electronic means,

(b) a meeting of directors may be held entirely by electronic means, and

(c) a director or any other person attending a meeting by electronic means under clause (a) or (b) is deemed for all purposes under this Act to be present in person at the meeting.

(5) Section 149 is amended

(a) in subsection (1)(a) by striking out “in person”;

(b) by repealing subsection (2)(c) and substituting the following:

(c) unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder, to vote at the meeting in respect of any matter

(i) by a show of hands, or

(ii) if the proxy holder or alternate proxy holder is attending the meeting by electronic means, by any electronic, telephonic or other method that the cooperative has made available for that purpose.

(c) by repealing subsection (3)(b) and substituting the following:

(b) a proxy holder or alternate proxy holder may vote in respect of that matter or group of matters

(i) by a show of hands, or

(ii) if the proxy holder or alternate proxy holder is attending the meeting by electronic means, by any electronic, telephonic or other method that the

10 Explanatory Notes

75(1) Subject to the bylaws, a director may attend a meeting of directors by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting.

(2) A director participating in a meeting by a means referred to in subsection (1) is considered to be present at the meeting.

(5) Section 149 presently reads in part:

149(1) An individual who solicits a proxy and is appointed as a proxy holder must

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

(2) A proxy holder or an alternate proxy holder has the same rights as the investment shareholder who appointed the proxy holder

(c) unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder, to vote at the meeting in respect of any matter by a show of hands.

(3) Notwithstanding subsections (1) and (2), if the chair of a meeting of investment shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to investment shares represented at the meeting by proxy required to be voted against what to the knowledge of the chair will be the decision of the meeting in relation to any matter or group of matters is less than 5% of all the votes that might be cast by investment shareholders present in person or represented by proxy at the meeting on the ballot, unless an investment shareholder or proxy holder demands a ballot,

(b) a proxy holder or alternate proxy holder may vote in respect of that matter or group of matters by a show of hands.

cooperative has made available for that purpose, unless the proxy holder or alternate proxy holder has conflicting instructions from more than one investment shareholder.

(6) Section 346 is amended by adding the following after subsection (4):

(5) A notice or document required to be sent or delivered under this section or section 347 may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act.

Red Tape Reduction Implementation Act, 2020

Amends SA 2020 c25 5(1) The Red Tape Reduction Implementation Act, 2020 is amended by this section.

(2) Section 2 is amended

(a) in subsection (2) by renumbering clause (a) as clause (a.1) and by adding the following before clause (a.1):

(a) in clause (a.01)(i)(A) by striking out “Table A in the Schedule to this Act or in”;

(b) in subsection (21) by repealing clauses (b), (c), (d) and (e) and substituting the following:

(b) by repealing subsection (2) and substituting the following:

(2) Notwithstanding subsection (1), a company may by ordinary resolution alter its memorandum so as to include or exclude any or all of the powers authorized by section 20(1).

(c) by repealing subsections (3) to (8) and substituting the following:

11 Explanatory Notes

(6) Section 346 presently reads in part:

(4) If a cooperative sends a notice or document to a member or investment shareholder in accordance with subsection (1) and the notice or document is returned on 2 consecutive occasions because the member or investment shareholder cannot be found, the cooperative is not required to send any further notices or documents to the member or investment shareholder until the cooperative is informed in writing of the member’s or investment shareholder’s new address.

Red Tape Reduction Implementation Act, 2020

5(1) Amends chapter 25 of the Statutes of Alberta, 2020.

(2) Section 2 presently reads in part:

(2) Section 1 is amended

(a) by adding the following before clause (a.01):

(a.001) “agent for service” means an agent for service appointed by a company under section 29.1;

(21) Section 34 is amended

(a) in subsection (1) by striking out “confirmed by an order of the Court”;

(b) by repealing subsection (2) and substituting the following:

(2) Notwithstanding subsection (1), a company may by ordinary resolution alter its memorandum so as to include or exclude any or all of the powers authorized by section 20(1) but no such resolution takes effect until the

(3) A company that alters its memorandum by resolution under subsection (1) or (2) shall file with the Registrar a copy of the resolution and the memorandum as altered, and on receipt of the copy the Registrar shall register the memorandum and issue a certificate confirming the resolution and the memorandum as altered.

(4) No resolution or alteration to the memorandum has effect until the Registrar issues a certificate under subsection (3).

(5) A certificate issued by the Registrar under subsection (3) is conclusive proof that all the requirements of this Act with respect to the alteration and the confirmation of the resolution have been complied with, and on issuance of the certificate the memorandum as altered becomes the memorandum of the company.

(c) by repealing subsection (49);

(d) by repealing subsection (50) and substituting the following:

(50) Section 93 is amended

(a) by striking out “and managers” wherever it occurs;

(b) by striking out “or manager” wherever it occurs;

(c) by striking out “a notice, in the prescribed form,” and substituting “a notice”;

(d) by striking out “or managers” wherever it occurs;

(e) by striking out “the change in the prescribed form” and substituting “the change”.

(e) by repealing subsection (71) and substituting the following:

(71) Section 156(1) is repealed and the following is substituted:

12 Explanatory Notes

Registrar issues a certificate showing the alteration effected by the resolution.

(c) by repealing subsections (3), (4), (5) and (6);

(d) in subsection (7) by striking out “, under the Registrar’s seal of office, certify the registration of the order and the memorandum as altered” and substituting “register the order and the memorandum as altered and issue a certificate”;

(e) by repealing subsection (8).

(49) Section 90 is amended

(a) by repealing subsection (1);

(b) by repealing subsection (2) and substituting the following:

(2) The meetings of a board of directors may be held at any place within or outside Alberta.

(c) by repealing subsections (3), (6) and (7).

(50) Section 93 is amended

(a) in subsection (1)

(i) by striking out “and managers” wherever it occurs;

(ii) by striking out “or manager” wherever it occurs;

(b) in subsection (2)

(i) by striking out “, in the prescribed form,”;

(ii) by striking out “or managers” wherever it occurs;

(iii) by striking out “the change in the prescribed form” and substituting “the change”.

(71) Section 156(1) is repealed and the following is substituted:

156(1) Subject to section 154, the company shall provide to each shareholder a proxy form with each notice of meeting.

Providing proxy form to shareholder 156(1) Subject to section 154, the company shall provide a form of proxy to a shareholder with every notice of a meeting at which the shareholder is entitled to vote.

(f) in subsection (137) by repealing the new section 308.01(5).

Societies Act

Amends RSA 2000 cS-14 6(1) The Societies Act is amended by this section.

(2) Section 1 is amended by adding the following after clause (a.1):

(a.2) “electronic means”, in respect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet-based communication platforms;

(3) The following is added after section 25:

Electronic meetings 25.1 Unless the bylaws, articles or other governing documents expressly provide otherwise,

(a) a person entitled to attend a meeting of the society or of its board of directors may attend the meeting by electronic means,

(b) a meeting of the society or of its board of directors may be held entirely by electronic means,

(c) a person attending a meeting by electronic means under clause (a) or (b) who is entitled to vote at the meeting may vote by any electronic, telephonic or other method that the society has made available for that purpose, and

13 Explanatory Notes

(137) The following is added after section 308:

308(5) A notice or document required to be sent or delivered under this section may be sent by electronic means in accordance with the Electronic Transactions Act.

Societies Act

6(1) Amends chapter S-14 of the Revised Statutes of Alberta 2000.

(2) Definition of electronic means.

(3) Electronic meetings; electronic notice.

(d) a person attending a meeting by electronic means under clause (a) or (b) is deemed for the purposes of this Act to be present in person at the meeting.

Electronic notice 25.2 Unless the society’s bylaws, articles or other governing documents expressly provide otherwise, a notice of a meeting under this Act may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act.

Coming into Force

7 This Act, except section 5, has effect on August 15, 2020.

14 Explanatory Notes

7 Coming into force.

RECORD OF DEBATE

Stage Date Member From To

Questions and Comments From To

Stage Date Member From To

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Title: 2020-21 (30th, 2nd) Bill 53, Service Alberta Statutes (Virtual Meetings) Amendment Act, 2021