In response to queries regarding electronic AGMs, here is some pertinent information:

Ontario[1]
If your bylaws do prohibit online meetings, then you can change that bylaw at a board meeting or by a unanimous written resolution of the directors. The bylaw allowing online members meetings must be confirmed at the next possible members’ meeting or else it ceases to be effective.

If you are incorporated under OCA and you want to avoid in-person board meetings, you have two options:

  • First, you may hold online board meetings provided that all directors can communicate with one another at the same time (simultaneously and instantaneously).
  • Second, the board may pass written resolutions instead of meeting, provided each written resolution has the support of all directors.

Federal Incorporation

The Canada Not-for-profit Corporations Act, which was most recently amended on 2018-05-01 provides for electronic meetings as follows: (Note: key is allowing for members to be able to communicate with each other)

Participation in meeting by electronic means

(4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of members may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person so participating in a meeting is deemed for the purposes of this Act to be present at the meeting.

 

Meeting held by electronic means

(5) If the directors or members of a corporation call a meeting of members under this Act and if the by-laws so provide, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

[1] CLEO (Community Legal Education Ontario)

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