Supension - Re: In-Person Meetings (CCA)

Co-operative Corporations Act, R.S.O. 1990, c. C.35

SCHEDULE

Meeting by electronic means

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

(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.

(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.

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

"74 (3) If the by-laws of a co-operative, other than a non-profit housing co-operative, so provide, a meeting of the members of the co-operative may be held by telephonic or electronic means 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. 2009, c. 34, Sched. F, s. 1.

(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. 2009, c. 34, Sched. F, s. 1.

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

“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. 2009, c. 34, Sched. F, s. 1.

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

(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.

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

75 (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. R.S.O. 1990, c. C.35, s. 75 (3).

Suspension of In-Person Voting

3 The operation of subsection 76 (4) of the Act is temporarily suspended.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

76 (4) Subject to subsection (5), the members of a co-operative shall vote in person. 2009, c. 34, Sched. F, s. 3 (2).

Voting by Electronic Means

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

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

76 (5) The by-laws of a co-operative, other than a non-profit housing co-operative, may provide for voting by mail or by telephonic or electronic means. 2009, c. 34, Sched. F, s. 3 (2).

Time Extension for Annual Meetings

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

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.

(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.

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

77 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. R.S.O. 1990, c. C.35, s. 77.

Election of Directors by Electronic Means

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

(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.

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

90 (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.

Meeting by Telephone, Board and Executive meetings

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

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

90 (3) If an election of directors is not held within the prescribed period, the directors continue in office until their successors are elected.

Information to be Laid Before Annual Meeting

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

(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.

Co-operative Corporations Act, R.S.O. 1990, c. C.35

128 (1) The directors shall lay before each annual meeting of members,

(a) a comparative financial statement relating separately to,

(i) the period that commenced on the date of incorporation and ended not more than six months 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 not more than six months before the 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. R.S.O. 1990, c. C.35, s. 128 (1).