p43 s1 bill 91 b091 e.pdf

Ontario — Bills

1ST SESSION, 43RD LEGISLATURE, ONTARIO 1 CHARLES III, 2023 Bill 91

An Act to enact two Acts, amend various Acts and revoke various regulations The Hon. P. Gill Minister of Red Tape Reduction Government Bill 1st Reading April 3, 2023 2nd Reading 3rd Reading Royal Assent

EXPLANATORY NOTE

SCHEDULE 1 ART GALLERY OF ONTARIO ACT The

Schedule amends the Art Gallery of Ontario Act. References to the Minister of Culture and Communications are removed and the word “Minister” is now defined as the Minister of Tourism, Culture and Sport or such other member of the Executive Council as may be assigned the administration of the Act under the Executive Council Act. Subsection 4 (2) is amended so that trustees appointed under clause 4 (1) (

d) no longer serve for a term of three years or until a successor is appointed, but instead at pleasure for a term of up to three years. Subsection 4 (5) is amended to remove the requirement that trustees appointed under clause 4 (1) (

d) not be eligible for reappointment on the expiration of their second consecutive term until at least one year has elapsed from the expiration of the term. The

Schedule adds

section 19 to the Act.

Section 19 provides that no cause of action arises, and no proceeding may be instituted, against trustees of the Gallery in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 2 ARTS COUNCIL ACT The

Schedule amends the Arts Council Act . Rather than a chair, vice- chair and 10 other members serving for a term of three years, the Council now consists of a chair, vice-chair and up to 10 other members serving at pleasure for up to three years. The

Schedule adds

section 11.1 to the Act.

Section 11.1 provides that no cause of action arises, and no proceeding may be instituted, against members of the Council in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 3 BUILDING BROADBAND FASTER ACT, 2021 The Building Broadband Faster Act, 2021 is amended to permit the Minister to make regulations restricting what a municipality may treat as a condition of a consent, permit or other approval or as a material deficiency or material issue for the purposes of

section 10.1 of the Act. The Act is also amended to permit the making of regulations changing the area within which a request for data access can be made from being within 10 metres of a designated broadband project to being within a prescribed area. In addition, the definition of “proponent” in the Act is amended to clarify that it applies to broadband projects.

SCHEDULE 4 BUSINESS CORPORATIONS ACT The

Schedule amends the Business Corporations Act. Here are some highlights: 1. Currently, various provisions of the Act enable persons or entities to inspect or examine specified records and, in some cases, to make copies or to make or take extracts. Amendments are made to permit the inspection or examination of the records remotely at any time by means of any technology and to permit the making of copies or making or taking of extracts by such means. (See subsections 5 (2.1.1) and (2.1.2), 100 (5), 144 (1.1), 145 (1.1) to (1.4) and 157 (3) and (4) of the Act). 2.

Amendments are made to provide that meetings of shareholders or of directors may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or more telephonic or electronic means. The articles or by -laws may limit the manner or manners by which such meeti ngs may be held and may specify requirements that apply. A shareholders’ meeting held in such a manner must enable all persons entitled to attend the meeting to reasonably participate.

A directors’ meeting held in such a manner must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. (See subsections 94 (2) to (5) and 126 (13) to (17) of the Act). 3. Amendments are made to provide that a notice of a meeting of shareholders or of directo rs is not required to specify a place of the meeting if it is to be held entirely by one or more telephonic or electronic means. (See subsections 96 (1.1) and 126 (9.1) of the Act). 4.

Amendments are made to provide that if a person may attend a meeting of shareholders or of directors by telephonic or electronic means, the notice must include instructions for attending and participating and, if applicable, voting by such means. (See subsections 96 (1.2), 117 (5) and 126 (9.2) of the Act). 5. Amendments ar e made to provide what must be announced at a meeting of shareholders that is adjourned for an aggregate of less than 30 days, if notice is not otherwise given.

Amendments are also made to provide what must be announced at a meeting of directors that is ad journed, if notice is not otherwise given. (See subsections 96 (3) and 126 (11) of the Act).

ii 6. Amendments are made to provide that, unless the by- laws expressly provide otherwise, a vote at a meeting of shareholders may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. (See subsection 103 (2.1) of the Act). 7. An amendment is made to provide that where a record is required under the Act to be kept by a corporation, it may be kept in any form. The provision providing for the admissibility of records in evidence is also amended. (See subsections 139 (1) and (3) of the Act). 8.

The Act currently provides that the auditor of a corporation is entitled to attend and be heard at meetings of the board of directors on matters relating to the auditor’s duties. Amendments are made to provide that the auditor is also entitled to notice of such meetings. (See subsection 158 (5) of the Act). 9. The Minister is authorized to make regulations governing the inspection and examination of specified records and governing transitional matters. (See subsection 271.1 (1) of the Act). 10. Currently,

Part XIX (Special Rules During Emergency) of the Act provides that certain provisions of the Act are temporarily suspended and that replacement provisions, set out in the

Schedule to the Act, apply during the temporary suspension period.

Part XIX and the

Schedule are repealed. The regulation extending the temporary suspension per iod is also revoked. 11. Other technical amendments are made. All of the above amendments come into force on October 1, 2023.

SCHEDULE 5 CANNABIS LICENCE ACT, 2018 The

Schedule re-enacts

section 17 of the Cannabis Licence Act, 2018 to provide that a retai l operator licence, cannabis retail manager licence or retail store authorization may be transferred between persons if the regulations permit such a transfer. T he regulations may also specify requirements that must be met before the Registrar could approve a permitted transfer. Consequential amendments are made to the regulation-making authority in

section

Section 49 is also amended to add a power to make regulations authorizing and governing the sale, purchase or transfer of cannabis between holders of a retail store authorization in the prescribed circumstances.

SCHEDULE 6 CENTENNIAL CENTRE OF SCIENCE AND TECHNOLOGY ACT The

Schedule amends the Centennial Centre of Science and Technology Act by adding

section

Section 10 provides that no cause of action arises, and no proceeding may be instituted, against trustees of the Centre in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 7 CONDOMINIUM ACT, 1998 The

Schedule amends the Condominium Act, 1998. Here are some highlights: 1. Currently, “telephonic or electronic means” is defined for the purposes of subsection 52 (1) of the Act. The definition is amended and moved to subsection 1 (1) so that it applies for the purposes of the entire Act. 2. Amendments are made to the provision setting out the content requirements with respect to a notice of a meeting of directors. (See subsection 35 (3) of the Act). 3.

Amendments are made to provide that meetings of directors or of owners may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or more telephonic or electronic means. The by-laws may limit the manner or manners by which such meetings may be held and may specify requirements that apply. A directors’ meeting held in such a manner must provide that all persons attending the meeting are able to communicate with each other simultaneously and ins tantaneously.

An owner’s meeting held in such a manner must enable all persons entitled to attend the meeting to reasonably participate. (See subsections 35 (5) to (8) and 45 (6) to (9) of the Act). 4. An amendment is made to require a corporation’s recor d of owners and mortgagees to also include any prescribed information. (See subsection 46.1 (3) of the Act). 5. Amendments are made to provisions concerning the sending of notices to owners and mortgagees by electronic communication.

Provision is also made to authorize certain by-laws with respect to sending notices by that method. (See subsections 47 (4) to (6) of the Act). 6. Amendments are made to provide that a notice of a meeting of owners is not required to specify a place of the meeting if it is to be held entirely by one or more telephonic or electronic means. (See subsection 47 (7.1) of the Act).

iii 7. Amendments are made to provide that, at a meeting of owners, a vote by a show of hands or by a recorded vote may be conducted entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. The by -laws may limit the method or methods by which such a vote may be conducted and may specify requirements that apply. (See subsections 52 (1.1) and (1.1.1) of the Act). 8. Certain amendments are made to the rules concerning what constitutes service of things other than notices that are required to be given to an owner or a mortgagee under the Act. (See

section 54 of the Act) . 9. Amendments are made to the record -keeping requirements with respect to ballots and instruments appointing a proxy for meetings of owners. (See subsection 55 (1) of the Act). 10. The Lieutenant Governor in Council is authorized to make regulations governing the giving of a notice under clause 47 (4) (

c) or (5) (

c) of the Act. Also, the Minister is authorized to make regulations governing transitional matters. (See subsections 177 (1) and (2) of the Act). 11. Currently,

Part IV.1 (Specia l Rules During Emergency) of the Act provides that certain provisions of the Act are temporarily suspended and that replacement provisions, set out in the

Schedule to the Act, apply during the temporary suspension period.

Part IV.1 and the

Schedule are repealed. The regulation extending the temporary suspension period is also revoked. 12. Other technical amendments are made. All of the above amendments come into force on October 1, 2023.

SCHEDULE 8 CO-OPERATIVE CORPORATIONS ACT The

Schedule amends the Co-operative Corporations Act. Here are some highlights: 1. Currently, “telephonic or electronic means” is defined for the purposes of sections 74 and 76 of the Act. The definition is amended and moved to subsection 1 (1) so that it applies for the purposes of the entire Act. 2. Currently, various provisions of the Act enable certain persons or entities to inspect or examine specified records and, in some cases, to make extracts.

Amendments are made to permit the inspection or examination of the records remotely at any time by means of any technology and to permit the making of extracts by such means. (See subsections 37 (3), 118 (1.1), 119 (1.1) and (1.2) and 135 (4) of the Act). 3. Amendments are made to provide that meetings of the members of a co- operative or of directors may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or more telephonic or electronic means.

The articles or by -laws may limit the manner or manners by which such meet ings may be held and may specify requirements that apply. A members’ meeting held in such a manner must enable all persons entitled to attend the meeting to reasonably participate. A directors’ meeting held in such a manner must provide that all persons at tending the meeting are able to communicate with each other simultaneously and instantaneously. (See subsection 74 (3) to (7) and 94 (3) to (7) of the Act). 4.

Amendments are made to provide that a notice of a meeting of members or of directors is not required to specify a place of the meeting if it is to be held entirely by one or more telephonic or electronic means. (See subsections 75 (2.0.1) and 95 (3) of the Act). 5. Amendments are made to provide that if a person may attend a meeting of members or of directors by telephonic or electronic means, the notice must include instructions for attending and participating and, if applicable, voting by such means. (See subsections 75 (2.0.2) and 95 (4) of the Act). 6.

Currently, the Act provides that members of a co-operative shall vote in person, however 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. The subsections are repealed and replaced. Amendments are made to provide that, subject to the articles or by -laws of a co- operative, voting at a meeting of members must be by show of hands unless a poll is demanded.

Unless the articles or by-laws of a co -operative provide otherwise, a vote cast before or at a meeting may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. The methods of voting that may be permitted by the by- laws of a co-operative are set out. (See subsections 76 (4) to (8) of the Act). 7. The requirement that directors must be elected by ballot is removed. (See subsection 90 (1) of the Act). 8.

A new provision sets out rules respecting the waiver of notice of a meeting of directors. (See subsectio n 95 (5) of the Act). 9. New rules are added with respect to written resolutions. A written resolution, signed by all directors of a co- operative entitled to vote on that resolution, is as valid as if it had been passed at a meeting of the board of direct ors or of the executive committee. Certain exceptions are provided. A copy of the resolution must be kept with the minutes of

iv proceedings. Provision is made respecting the proof of a resolution entered in the minutes of a meeting of directors. (See

section 95.2 of the Act). 10. An amendment is made to provide that where a record is required to be kept under the Act by a co- operative, it may be kept in any form. (See subsection 113 (1) of the Act). 11. Amendments are made to require the register of members and security holders to include their email addresses, if one is provided. (See

section 114 of the Act). 12. Amendments are made to provide that the auditor of a co- operative is entitled to receive notice of every meeting of the audit committee and of th e board of directors on matters relating to the auditor’s duties. The amendments also provide that attendance at either kind of meeting is at the expense of the co -operative. (See subsections 138 (4) and (6) of the Act). 13.

Amendments are made with respect to the notice requirements that apply when the termination of a member’s membership and occupancy rights will be considered at a meeting of the board of directors. (See subsection 171.8 (2) of the Act). 14. The Minister is authorized to make regulation s governing the inspection and examination of specified records and governing transitional matters. (See subsection 186 (2.1) of the Act). 15. Currently, sections 188 to 190 of the Act provide that certain provisions of the Act are temporarily suspended a nd that replacement provisions, set out in the

Schedule to the Act, apply during the temporary suspension period. Those sections and the

Schedule are repealed. The regulation extending the temporary suspension period is also revoked. 16. Other technical amendments are made. All of the above amendments come into force on October 1, 2023.

SCHEDULE 9 CORPORATIONS ACT The

Schedule amends the Corporations Act. Here are some highlights: 1. Technical amendments are made with respect to the place of meetings of shareholders and of the board of directors. (See subsections 82 (1) and (2) of the Act). 2. Amendments are made to provide that a notice of a meeting of shareholders is not required to specify a place of the meeting if it is to be held entirely by one or m ore telephonic or electronic means. (See subsections 93 (3) and 283.1 (2) of the Act). 3.

Amendments are made to provide that if a person may attend a meeting of shareholders or of directors by telephonic or electronic means, the notice must include instr uctions for attending and participating and, if applicable, voting by such means. (See subsections 93 (4) and 283.1 (3) of the Act). 4. Currently, various provisions of the Act enable certain persons or entities to inspect specified records and in some cases to make extracts.

Amendments are made to permit the inspection of the records remotely at any time by means of any technology and to permit the making of extracts by such means. (See subsections 105 (3), 304 (1.1) and 305 (1.1) of the Act). 5. Various amendments are made in relation to boards of mutual or cash- mutual insurance corporations. The board must be made up of no fewer than six and no more than 15 directors. The provisions that currently govern the retirement and election of directors a re repealed.

New rules that govern the terms of directors in different circumstances are set out. (See sections 165, 167 and 168 of the Act). 6. A new provision is added respecting the waiver of notice of a meeting of directors. (See subsection 283.1 (4) of the Act). 7. A new provision provides what must be announced at a meeting of directors that is adjourned, if notice is not otherwise given. (See subsection 283.1 (5) of the Act). 8.

Amendments are made to provide that meetings of directors may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or more telephonic or electronic means. The letters patent, supplementary letters patent or by- laws may limit the manner or manners by which such meetings may be held and may specify requirements that apply. Such meetings must provide that all persons entitled to attend the meeting are able to communicate with each other simultaneously and instantaneously. (See subsections 283.1 (6) to (9) of the Act). 9.

Amendments are made to provide that, unless the letters patent, supplementary letters patent or by- laws expressly provide otherwise, a vote at an election of directors may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. (See subsections 171 (8) and 287 (3.1) of the Act).

v 10. Amendments are made to set out rules concerning meetings of shareholders or members. Meetings may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or more telephonic or electronic means. The letters patent, supplementary letters patent or by -laws may limit the manner or manners by which such meetings may be held and may specify requirements that apply. Such meetings must enable all persons entitled to attend the meeting to reasonably participate.

Rules concerning the manner of voting at meetings are provided including that, unless the letters patent, supplementary letters patent or by-laws expressly provide otherwise, a vote may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. (See sections 294.1 and 294.2 of the Act). 11.

An amendment is made to provide that all records, documents and registers required by the Act or the regulations to be prepared and maintained by a corporation may be kept in any form, provided that they are capable of being r eproduced in an accurate and intelligible form within a reasonable time. (See

section 298.1 of the Act). 12. Amendments are made with respect to the giving or sending of a notice or other document to a shareholder or member or director of a corporation, o ther than by the Minister, or to a corporation. Provision is also made with respect to the waiver of a notice or other document required to be given or sent, or to the waiver or abridgement of the time for giving or sending the notice or other document. (See subsections 324 (1) and (1.1) and sections 324.1 and 324.2 of the Act). 13. The Minister is authorized to make regulations governing the inspection of specified records and governing transitional matters. (See subsection 326.1 (1) of the Act). 14. Currently,

Part VIII (Special Rules During Emergency) provide that certain provisions of the Act are temporarily suspended and that replacement provisions, set out in

Schedule 2 to the Act, apply during the temporary suspension period.

Part VIII and

Schedule 2 are repealed. The regulation extending the temporary suspension period is also revoked. 15. Other technical amendments are made. All of the above amendments come into force on October 1, 2023, other than those described in paragraph 5, which come into force on Royal Assent.

SCHEDULE 10 CORPORATIONS INFORMATION ACT Currently, subsections 5 (2) and (3) of the Corporations Information Act enables certain persons or entities to examine specified records and to make copies or take extracts. A new subsection 5 (4) permits the examination of the records remotely at any time by means of any technology and permits the making of copies and taking of extracts by such means. Subsection 21.1 (1) is amended to authorize the Minister to make regulations governing the examination of records under

section 5. The amendments come into force on October 1, 2023.

SCHEDULE 11 COURTS OF JUSTICE ACT The

Schedule repeals subsection 89 (9) of the Courts of Justice Act, which requires the Auditor General to examine and report on the accounts and financial transactions of the Children’s Lawyer.

SCHEDULE 12 CREDITORS’ RELIEF ACT, 2010 The

Schedule amends subsection 11 (3) of the Creditors’ Relief Act, 2010 to permit the sheriff to serve a

schedule of proposed distribution on a person by e-mail or any other electronic means.

SCHEDULE 13 EXECUTION ACT The

Schedule amends subsection 2 (3) of the Execution Act , which correlates to subsection 2 (2) of the Act, so that references to the value of a debtor’s equity in their principal residence i n the two subsections are made consistently. Complementary amendments are made to subsections 35 (1) and (3) respecting a related regulation -making authority.

SCHEDULE 14 FISH AND WILDLIFE CONSERVATION ACT, 1997 The

Schedule repeals and re -enacts

section 3 5 of the Fish and Wildlife Conservation Act, 1997 to provide for new rules regulating the issuance of licences with respect to new and existing train and trial areas. Administrative amendments are als o made to the Act. They include amendments relating to offences for trespassing to hunt and fish, updates on the prohibition against making false or misleading statements as well as updates to court orders under

section 104 of the Act.

SCHEDULE 15 HIGHWAY TRAFFIC ACT A prohibition against overtaking a snow plow is added to the Highway Traffic Act.

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SCHEDULE 16 INTERNATIONAL RECOVERY OF CHILD SUPPORT AND FAMILY MAINTENANCE CONVENTION ACT, 2023 The

Schedule enacts the International Recovery of Child Support and Family Maintenance Convention Act, 2023, which implements the Hague Convention of 23 November 2007 on the International Recovery of Child Support and Other Forms of Family Maintenance in Ontario. The Convention is appended as a

Schedule to the Act. The Act addresses various procedural matters respecting proceedings under the Convention, including providing that, subject to specified exceptions and modifications, certain proceedings under the Convention shall be subject to the procedures that apply to corresponding proceedings brought under the Interjurisdictional Support Orders Act, 2002. Complementary amendments are made to the Courts of Justice Act, the Family Law Act, the Family Responsibility and Support Arrears Enforcement Act, 1996 and the Interjurisdictional Support Orders Act, 2002.

SCHEDULE 17 LIMITED PARTNERSHIPS ACT The

Schedule amends the Limited Partnerships Act. Here are some highlights: 1. Amendments are made to provide that the record of limited partners may be maintained in any form provided that the record is capable of being reproduced in an accurate and intelligible form within a reasonable time. (See subsections 4 (1.1) and 26 (1.1) of the Act). 2. Currently, various provisions of the Act enable persons or entities to inspect specified records and, in some cases, to make copies or take extracts.

Amendments are made to permit the inspection of the records remotely at any time by means of any technology and to permit the making of copies or extracts by such means. (See subsections 4 (3.1) and (3.2), 10 (2), 25 (6.0.0.1) and (6.0.0.2), 26 (4.1) and 33 (5) of the Act). 3. The Minister is authorized to make regulations governing the inspection of specified records. (See subsection 35.1 (1) of the Act). All of the above amendments come into force on October 1, 2023.

SCHEDULE 18 MCMICHAEL CANADIAN ART COLLECTION ACT The

Schedule amends the McMichael Canadian Art Collection Act by adding

section

Section 15 provides that no cause of action arises, and no proceeding may be instituted, against trustees of the Corporation in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 19 METROPOLITAN TORONTO CONVENTION CENTRE CORPORATION ACT The

Schedule amends the Metropolitan Toronto Convention Centre Corporation Act. Subsection 2 (4) is repealed and replaced. Members appointed under clause 2 (3) (

a) now hold office for a term not exceeding three years, rather than for a term not exceeding three years and until their successor is appointed. Subsection 3 (2) is amended so that the Lieutenant Governor in Council is no longer required to appoint one of the directors as president and chief executive officer of the Corporation.

Section 8 is amended by adding subsections (3) and (4). These subsections provide that the Board shall appoint a chief executive officer who is responsible for the management and administration of the affairs of the Corporation, subject to the supervision and direction of the Board. The chief executive officer shall not be a member of the Board.

SCHEDULE 20 MOTOR VEHICLE ACCIDENT CLAIMS ACT The

Schedule amends

section 2 of the Motor Vehicle Accident Claims Act to provide that the Motor Vehicle Accident Claims Fund must be reported as an acc ount in the Public Accounts. New subsection 2 (1.2) specifies amounts that must be recorded in the Fund. Other amendments are made to

section 2 respecting, among other things, amounts that may be charged to the Fund and paid out of the Consolidated Revenue Fund, the subsidization of the Fund and interest credited to the Fund. These amendments come into force on a day to be named by proclamation. The

Schedule also makes technical amendments to the French version of the Act.

SCHEDULE 21 NIAGARA PARKS ACT The

Schedule amends the Niagara Parks Act . Subsection 3 (2) of the Act is repealed and replaced. The old subsection 3 (2) provided that four members of the Commission be members of the councils of the Regional Municipality of Niagara, the Town of Fort Erie, th e City of Niagara Falls and the Town of Niagara- on-the-Lake and be appointed annually by the Lieutenant

vii Governor in Council upon the recommendation of the respective councils. The new subsection 3 (2) provides that those councils each appoint one member by resolution.

Section 7 of the Act is also repealed and replaced. The Commission may now dispose of an interest in land by the grant of an easement without the approval of the Lieutenant Governor in Council. The

Schedule adds

section 25 to the Act.

Section 25 provides that no cause of action arises, and no proceeding may be instituted, against members of the Commission in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 22 NOT-FOR-PROFIT CORPORATIONS ACT, 2010 The

Schedule amends the Not-for-Profit Corporations Act, 2010. Here are some highlights: 1. Amendments are made to provide that a notice of a meeting of director s or of the members is not required to specify a place of the meeting if it is to be held entirely by one or more telephonic or electronic means. (See subsections 34 (3.1) and 55 (1.1) of the Act). 2.

Amendments are made to provide that if a person may attend a meeting of directors or of the members by telephonic or electronic means, the notice must include instructions for attending and participating and, if applicable, voting by such means. (See subsections 32 (5), 34 (3.2) and 55 (1.2) of the Act). 3. Currently, various provisions of the Act enable certain persons or entities to inspect or examine specified records and to make copies or take or be provided with extracts.

Amendments are made to permit the inspection or examination of the records remotely at any time by means of any technology and to permit the making of copies or taking or providing of extracts by such means. (See subsections 94 (3) and (4), 95 (1.1) and (1.2), 96 (1.1), 97 (2.1) and (2.2) and 98 (2.1) and (2.2) of the Act). 4. Amendments are made to provide what must be announced at a meeting of directors that is adjourned, if notice is not otherwise given.

Amendments are also made to provide what must be announced at a meeting of the members that is adjourned for an aggregate of less than 30 days, if notice is not otherwise given. (See subsections 34 (5) and 55 (5) of the Act). 5. Amendments are made to provide that meetings of directors or of the members may be held entirely by one or more telephonic or electronic means or by any combi nation of in -person attendance and by one or more telephonic or electronic means. The articles or by -laws may limit the manner or manners by which such meetings may be held and may specify requirements that apply.

A members’ meeting held in such a manner m ust enable all persons entitled to attend the meeting to reasonably participate. A directors’ meeting held in such a manner must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. (See subsections 34 (6) to (10) and 53 (4) to (8) of the Act). 6.

The amendments set out rules concerning the manner of voting at meetings of members, including that, unless the articles or by-laws expressly provide otherwise, a vote may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. (See

section 58 of the Act). 7. Amendments are made to provide that all registers and other records required by the Act or the regulations to be prepared and maintained by a corporation may be in any form, provided that they are capable of being reproduced in an accurate and intelligible form within a reasonable time. (See subsection 100 (1) of the Act). 8. The Minister is authorized to make regulations governing inspections and examinations of specified records and governing transitional matters. (See subsection 208 (1) of the Act). 9. Currently,

Part XVI (Special Rules During Temporary Suspension Period) provide that certain provisions of the Act are temporarily suspended and that replacement provisions, set out in

Schedule 1 to the Act, apply during the temporary suspension period.

Part XVII (Temporary Suspension Period — Transition) authorizes the Minister to make regulations providing for transitional matters in connection with the application of

Schedule 1. Both Parts and the

Schedule are repealed. The regulation extending the temporary suspension period is also revoked. 10. Other technical amendments are made. All of the above amendments come into force on October 1, 2023.

SCHEDULE 23 OIL, GAS AND SALT RESOURCES ACT The Oil, Gas and Salt Resources Act is amended to provide for special projects as follows:

Section 11.1 provides for the issue, by the Minister, of a designation of a project as a special project.

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Section 11.2 sets out requirements that must be met for a project to be designated as a special project, including that the purpose of the project must be to test, assess, pilot or demonstrate a technol ogy, method or activity that is new or innovative to Ontario and that the project must use a well.

Section 11.3 sets out requirements relating to a request for a designation.

Section 11.4 enables the Minister to make exemptions from requirements under the Act or the regulations. Other requirements can be substituted.

Section 11.5 prohibits the use of a well for a special project unless the use is expressly allowed by a licence or permit.

Section 11.6 provides for wells that formed part of a special project to continue to be wells for the purposes of the Act after the end of the term of a designation. A similar provision is made for works if prescribed conditions are met. 7. Subsection 17 (2.2) enables the Minister to make regulations relating to special projects. Other changes to the Act include the following:

Section 7.0.1.1 is enacted to enable an inspector to order certain preventative measures if the inspector has reasonable grounds to believe that a work is about to become a hazard. An amendment to

section 7.0.2 (1) provides for such orders to be appealable. Amendments are made to subsection 17 (2) to provide for related regulations.

Section 7.0.1.2 is enacted to allow inspectors to affix tags if specified orders are made that a w ork not be used. The current subsections 7 (3) to (5), which provide for tagging but only for orders given under

section 7, are repealed. If a tag is affixed to a work, no person may use the work.

Section 13.1 is enacted to allow the Minister, in making certain decisions, to consider convictions or failures to comply with the Act, regulations or orders. 4. Subsections 14 (1) and (2), which apply if

an act or failure to act by the holder of the licence or permit is an offence under

section 19, are repla ced. The new subsections will continue to provide for the suspension or cancellation of a licence or permit but will no longer apply with respect to a refusal to grant a licence or permit.

Section 19 is amended to provide for additional orders a court may make when a person is convicted of an offence, including orders to take actions to deal with damage resulting from the commission of the offence and orders to pay certain costs.

SCHEDULE 24 ONTARIO ENERGY BOARD ACT, 1998 The

Schedule amends the O ntario Energy Board Act, 1998 in respect of amounts that the Board is required to exclude when approving or fixing just and reasonable rates for the sale, transmission or distribution of gas and for the transmission or distribution of electricity: 1. Subsection 36 (3.1) of the Act, which excludes certain amounts payable by gas transmitters and gas distributors under the Building Transit Faster Act, 2020, is re-enacted to provide that the amounts that must be excluded are any penalties and fines payable by a gas transmitter or gas distributor under

an Act, subject to the regulations providing otherwise, and any other amounts payable by a gas transmitter or gas distributor that may be specified by the regulations. Corresponding amendments are made to the related regulation-making authorities in

section 127. 2. Subsections 78 (5) and (5.0.0.1) of the Act, which exclude certain amounts payable by transmitters and distributors under the Building Transit Faster Act, 2020 and the Building Broadband Faster Act, 2021 respectively, are replaced by a new subsection (5). The new subsection provides that the amounts that must be excluded are any penalties and fines payable by a transmitter or distributor under

an Act, subject to the regulations providing otherwise, and a ny other amounts payable by a transmitter or distributor that may be specified by the regulations. Corresponding amendments are made to the related regulation-making authorities in

section 88. The

Schedule also amends the Act to give the Ontario Energy Board authority to make orders exempting persons from having to be licensed in respect of specified activities under the Act, so that the person can participate in a pilot or demonstrati on project. The project must be one that the Board determines is in furtherance of its objective to facilitate innovation in the electricity sector under paragraph 4 of subsection 1 (1) of the Act, and that meets any other requirements that the regulations made under the Act may specify. The order -making power itself may be subject to conditions or restrictions set out by the regulations. Under

section 107 of the Act, an inspector may require the exempted person and any of their affiliates, agents or employees to provide documents, records or information relating to the activities to which the exemption applies for inspection.

SCHEDULE 25 OTTAWA CONVENTION CENTRE CORPORATION ACT The

Schedule amends the Ottawa Convention Centre Corporation Act . Subsection 2 (5) is repealed and replaced. Members appointed under clause 2 (3) (

a) now hold office for a term not exceeding three years, rather than for a term not exceeding three years and until their successor is appointed.

ix

SCHEDULE 26 PARTNERSHIPS ACT Currently,

section 24 of the Partnerships Act enables partners to inspect and make copi es of the partnership books. A new subsection 24 (2) permits, subject to any agreement express or implied between the partners, the inspection of the books remotely at any time by means of any technology and to permit the making of copies by such means. The Minister is authorized to make regulations governing the inspection of the partnership books. The amendments come into force on October 1, 2023.

SCHEDULE 27 PENSION BENEFITS ACT Currently, subsection 30.1 (4) of the Pension Benefits Act requires the administrator of a pension plan to send notices to retired members reminding them that they may request non -electronic written communications from the administrator. The

Schedule repeals subsection 30.1 (4) of the Act and makes consequential changes.

SCHEDULE 28 PERSONAL PROPERTY SECURITY ACT Currently, subsection 18 (3) of the Personal Property Security Act enables persons entitled to receive a true copy of a security agreement, or the person’s authorized representative, to inspect the agreem ent or a true copy of it. A new subsection 18 (3.1) permits the inspection of the security agreement or a true copy of it remotely at any time by means of any technology. The Minister is authorized to make regulations governing the inspection of security a greements. The amendments come into force on October 1, 2023.

SCHEDULE 29 PRIVATE CAREER COLLEGES ACT, 2005 The Private Career Colleges Act, 2005 is amended to change the name of the Act to the Ontario Career Colleges Act, 2005, to change the term “private career college” to “career college” and to make related and consequential amendments to the Act and to other Acts. Sections 42, 43 and 44 of the Act currently provide for the collection of administrative penalties owing under the Act. These sections are r epealed and replaced with a new

section authorizing the Minister of Finance to take measures described in the Ministry of Revenue Act to enforce the collection of administrative penalties.

Section 57 of the Act is re-enacted to require the Superintendent to conduct a review of the Act every five years.

SCHEDULE 30 PROTECTING FARMERS FROM NON-PAYMENT ACT (REGULATING AGRICULTURAL PRODUCT DEALERS AND STORAGE OPERATORS), 2023 The

Schedule repeals the Farm Products Payments Act , the Grains Act and the Livestoc k and Livestock Products Act and replaces those Acts with the Protecting Farmers from Non-Payment Act (Regulating Agricultural Product Dealers and Storage Operators), 2023. The new Act governs dealers and storage operators of agricultural products that have been designated for the purposes of the Act. The new Act is divided into 14 parts.

Part I of the Act sets out the application and

interpretation provisions.

Part II of the Act provides the Minister with authority to designate agricultural products as a designated product with respect to which different parts of the Act apply.

Part III of the Act sets out provisions respecting administration of the Act.

Part IV of the Act governs dealers of agricultural products that are designated as

Part IV designated pr oducts.

Part V of the Act governs storage operators who store agricultural products that are designated as

Part V designated products .

Part VI of the Act provides for the establishment of trusts in relation to agricultural products that are designated as P art VI designated products and sets out the rules relating to such trusts.

Part VII of the Act provides for the establishment of funds and boards for agricultural products that are designated as

Part VII designated products. This part also governs the admi nistration of funds and sets out the rules relating to claims made against funds.

Part VIII of the Act establishes the rules related to licensing of dealers and storage operators.

Part IX of the Act provides for the designation of inspectors and provides t he rules respecting inspections. This Part also provides for various enforcement measures including compliance orders, orders related to stored designated products, freeze orders and administrative penalties.

Part X of the Act allows the Minister to designate delegated authorities to administer one or more provisions of this Act and provides the rules respecting delegated authorities.

Part XI of the Act sets out offences and penalties under the Act.

Part XII of the Act provides regulation-making powers to the Minister.

Part XIII of the Act sets out transitional provisions relating to the replacement of the Farm Products Payments Act, the Grains Act and the Livestock and Livestock Products Act with the new Act.

Part XIV of the Act provides for the repeal of certain Acts.

SCHEDULE 31 ROYAL ONTARIO MUSEUM ACT The

Schedule amends the Royal Ontario Museum Act .

Section 4 is amended so that the Director of the Museum is no longer, by virtue of office, a trustee of the Museum. Four trustees are now elected by m embers of the Museum, rather than three. Trustees appointed by the Lieutenant Governor in Council now hold office at pleasure for a term of up to three years. The requirement that one year elapse before trustees are eligible to serve a third term has been repealed. The

Schedule adds

section

Section 17 provides that no cause of action arises, and no proceeding may be instituted, agains t trustees of the Museum in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 32 SCIENCE NORTH ACT The

Schedule amends the Science North Act. Subsection 4 (1) is amended so that instead of at least 15 trustees appointed by the Lieutenant Governor in Council for a term of three years, there are up to 15 trustees appointed by the Lieutenant Governor in Council, each to hold office at pleasure for a term of up to three years. The

Schedule also adds

section 15 to the Act.

Section 15 provides that no cause of action arises, and no proceeding may be instituted, against trustees of the Centre in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 33 SERVICES AND SUPPORTS TO PROMOTE THE SOCIAL INCLUSION OF PERSONS WITH DEVELOPMENTAL DISABILITIES ACT, 2008 Currently, certain provisions of the Services and Supports to Promote the Social Inclusion of Per sons with Developmental Disabilities Act, 2008 are set to come into force on July 1, 2023. The

Schedule re -enacts those provisions. The provisions, as re-enacted, are to come into force on a day to be named by proclamation of the Lieutenant Governor. In addition, clause 38 (

q) of the Act is re -enacted and a new

section 38.1 is added. These provisions provide the Lieutenant Governor in Council with regulation-making authority respecting transitional matters, including transitional matters to permit the gradual implementation of the re-enacted provisions.

SCHEDULE 34 ST. LAWRENCE PARKS COMMISSION ACT The

Schedule amends the St. Lawrence Parks Commission Act by adding

section 18.2.

Section 18.2 provides that no cause of action arises, and no proceeding may be i nstituted, against members of the Commission in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 35 SUBSTITUTE DECISIONS ACT, 1992 Currently, sections 31.1 and 59.1 of the Substitute Decisions Act, 1992 deal with access to an incapable person’s personal information by their guardian of property or guardian of the person, respectively. The

Schedule amends sections 38 a nd 67 of the Act to extend the application of

section 31.1 to an attorney acting under a continuing power of attorney and the application of

section 59.1 to an attorney acting under a power of attorney for personal care if there has been a finding of incapacity.

SCHEDULE 36 TOWING AND STORAGE SAFETY AND ENFORCEMENT ACT, 2021 The

Schedule makes various amendments to the Towing and Storage Safety and Enforcement Act, 2021. Here are some highlights: 1. References to “tow driver’s certificate” are changed to “tow driver certificate” throughout the Act. 2. The element of cleaning debris from collisions on a highway is removed from the definition of “towing services”.

xi 3. The terminology of a certificate being revoked is changed throughout the Act to a certifica te being cancelled. 4. Various provisions are amended to replace references to “certificate holders” to tow truck drivers, tow operators or vehicle storage operators, as the case may be. 5. Subsection 18 (3) of the Act is amended to remove the obligation to report collisions to the Director and to only require such reporting on the request of the Director.

Section 23 of the Act is amended to provide that a vehicle storage operator will only have to obtain consent with respect to the provision of vehicle storage services in prescribed circumstances.

Section 26 of the Act is amended to provide that estimates are only required to be given to a person if the requirement is set out in the regulations.

Section 28 of the Act is amended to require oper ators to submit to the Director amounts to be charged for each towing service and vehicle storage service. Charging more than a submitted amount is prohibited. The Director may require resubmission of a lower amount if they are of the opinion that a submit ted amount is unreasonably high. Authority is also given to the Minister to make regulations to, among other things, prescribe maximum amounts that may be charged. 9. Currently

section 37 allows the Director to make written requests to certificate holders regarding any complaints received and to impose sanctions on certificate holders who have contravened or failed to comply with the Act.

Section 37 is amended to allow the Director to make such requests and impose such sanctions on any person. 10. A regulation-making authority is added to allow parts of the Act and the regulations to apply to vehicles which are not motor vehicles.

SCHEDULE 37 TRUSTEE ACT The

Schedule amends

section 27.2 of the Trustee Act to provide that a restriction on the power of an agent who is authorized to exercise a trustee’s functions relating to investment of trust property to delegate those functions to another person does not prevent the agent from investing in mutual funds, pooled funds or segregated funds under variable i nsurance contracts. An unrelated correction is made to the French version of the Act.

Bill 91 2023

An Act to enact two Acts, amend various Acts and revoke various regulations CONTENTS 1. Contents of this Act 2. Commencement 3.

Short title

Schedule 1 Art Gallery of Ontario Act

Schedule 2 Arts Council Act

Schedule 3 Building Broadband Faster Act, 2021

Schedule 4 Business Corporations Act

Schedule 5 Cannabis Licence Act, 2018

Schedule 6 Centennial Centre of Science and Technology Act

Schedule 7 Condominium Act, 1998

Schedule 8 Co-operative Corporations Act

Schedule 9 Corporations Act

Schedule 10 Corporations Information Act

Schedule 11 Courts of Justice Act

Schedule 12 Creditors’ Relief Act, 2010

Schedule 13 Execution Act

Schedule 14 Fish and Wildlife Conservation Act, 1997

Schedule 15 Highway Traffic Act

Schedule 16 International Recovery of Child Support and Family Maintenance Convention Act, 2023

Schedule 17 Limited Partnerships Act

Schedule 18 McMichael Canadian Art Collection Act

Schedule 19 Metropolitan Toronto Convention Centre Corporation Act

Schedule 20 Motor Vehicle Accident Claims Act

Schedule 21 Niagara Parks Act

Schedule 22 Not-for-Profit Corporations Act, 2010

Schedule 23 Oil, Gas and Salt Resources Act

Schedule 24 Ontario Energy Board Act, 1998

Schedule 25 Ottawa Convention Centre Corporation Act

Schedule 26 Partnerships Act

Schedule 27 Pension Benefits Act

Schedule 28 Personal Property Security Act

Schedule 29 Private Career Colleges Act, 2005

Schedule 30 Protecting Farmers from Non-Payment Act (Regulating Agricultural Product Dealers and Storage Operators), 2023

Schedule 31 Royal Ontario Museum Act

Schedule 32 Science North Act

Schedule 33 Services and Supports to Promote the Social Inclusion of Persons with Developmental Disabilities Act, 2008

Schedule 34 St. Lawrence Parks Commission Act

Schedule 35 Substitute Decisions Act, 1992

Schedule 36 Towing and Storage Safety and Enforcement Act, 2021

Schedule 37 Trustee Act His Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: Contents of this Act 1 This Act consists of this section, sections 2 and 3 and the Schedules to this Act. Commencement 2

(1) Except as otherwise provided in this section, this Act comes into force on the day it receives Royal Assent.

(2) The Schedules to this Act come into force as provided in each Schedule.

(3) If a

Schedule to this Act provides that any of its provisions are to come into force on a day to be named by proclamation of the Lieutenant Governor, a proclamation may apply to one or more of those provisions, and proclamations may be issued at different times with respect to any of those provisions.

Short title 3 The

short title of this Act is the Less Red Tape, Stronger Economy Act, 2023.

SCHEDULE 1 ART GALLERY OF ONTARIO ACT 1

Section 1 of the Art Gallery of Ontario Act is amended by adding the following definition: “Minister” means the Minister of Tourism, Culture and Sport or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act. (ministre) 2 (1) Subsection 4 (2) of the Act is amended by striking out “for a term of three years or until a successor is appointed” and substituting “at pleasure for a term of up to three years”. (2) Subsection 4 (5) of the Act is amended by striking out “but no trustee appointed under clause (1) (

d) is eligible for reappointment on the expiration of his or her second consecutive term until at least one year has elapsed from the expiration of such term.” 3 (1) Subsection 16 (1) of the Act is amended by striking out “of Culture and Communications”. (2) Subsection 16 (2) of the Act is amended by striking out “of Culture and Communications shall submit the annual report to the Lieutenant Governor in Council and shall then lay such report” and substituting “shall lay the annual report”. 4 The Act is amended by adding the following section: Immunity of trustees 19

(1) No cause of action arises against a trustee of the Gallery as a result of any act done in good faith in the performance or intended performance of his or her duties or any alleged neglect or default in the performance in good faith of his or her duties. No proceeding

(2) No proceeding, including but not limited to a proceeding for a remedy in contract, restitution, tort or trust, shall be instituted against a trustee of the Gallery by a person who has suffered any damages, injury or other loss based on or related to any cause of action described in subsection (1). Liability of Gallery preserved (3) Subsections (1) and (2) do not relieve the Gallery of any liability to which it would otherwise be subject. Commencement 5 This

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 2 ARTS COUNCIL ACT 1

Section 2 of the Arts Council Act is amended by striking out “ten other members” and substituting “up to ten other members”. 2

Section 3 of the Act is amended by striking out “for a term of three years” and substituting “at pleasure for a term of up to three years”. 3 The Act is amended by adding the following section: Immunity of members 11.1

(1) No cause of action arises against a member of the Council as a result of any act done in good faith in the performance or intended performance of his or her duties or any alleged neglect or default in the performance in good faith of his or her duties. No proceeding

(2) No proceeding, including but not limited to a proceeding for a remedy in contract, restitution, tort or trust, shall be instituted against a member of the Council by a person who has suffered any damages, injury or other loss based on or re lated to any cause of action described in subsection (1). Liability of Council preserved (3) Subsections (1) and (2) do not relieve the Council of any liability to which it would otherwise be subject. Commencement 4 This

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 3 BUILDING BROADBAND FASTER ACT, 2021 1 The definition of “proponent” in

section 2 of the Building Broadband Faster Act, 2021 is amended by striking out “project” and substituting “broadband project”. 2

(1) Subsection 10.1 (3) of the Act is amended by striking out the portion before clause (

a) and substituting the following: Possible action

(3) A responsible municipality that receives an application under subsection (1) shall review the application and, subject to the regulations, if any, . . . . .

(2) Subsection 10.1 (6) of the Act is amended by striking out “Where” at the beginning and substituting “Subject to the regulations, if any, where”. 3 Subsection 20.1 (1) of the Act is amended by striking out the portion before paragraph 1 and substituting the following: Sharing of data

(1) Any of the following persons or entities that receives a request from the Minister for data concerning utility infrastructure that the person or entity owns or operates that is within 10 metres of a designated broadband project, or, if a different geographic area has been prescribed that is applicable to the project, within that prescribed geographic area, shall disclose the req uested data in the form required by the Minister within 15 business days of receiving the request: . . . . . 4 Subsection 27 (2) of the Act is amended by adding the following clause: (c.1) governing the application of

section 10.1, includi ng, without restricting the generality of the foregoing, prescribing limits, restrictions, exceptions, qualifications or conditions with respect to what a municipality may treat as a condition of the applicable consent, permit or other approval or as a mat erial deficiency or material issue for the purposes of that section; Commencement 5 This

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 4 BUSINESS CORPORATIONS ACT 1 The English version of the definition of “telephonic or electronic means” in subsection 1 (1) of the Business Corporations Act is amended by striking out “computers” and substituting “computer”. 2

Section 5 of the Act is amended by adding the following subsections: Same, inspection by remote means (2.1.1) The corporation may, but is not required to, permit a director, shareholder or creditor to inspect a consent mentioned in subsection (2) remotely at any time by means of any technology and may also permit the person to make a copy by such means.

Same, no charge for inspection, copies (2.1.2) If the corporation permits a director, shareholder or creditor to inspect a consent or make copies in accordance with subsection (2.1.1), the corporation shall not charge the person for the inspection or the copies. 3 Subsection 94 (2) of the Act is repealed and the following substituted: Meeting by telephonic or electronic means

(2) Subject to the articles or by -laws and subsection (4), a meeting of shareholders may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or more telephonic or electronic means. Same, articles, etc.

(3) In addition to any other matters that the articles or by -laws may prov ide for with respect to the holding of meetings of shareholders in accordance with subsection (2), the articles or by- laws may, (

a) limit the manner or manners by which a meeting of shareholders may be held in accordance with subsection (2); and (

b) specify requirements that apply with respect to the holding of a meeting of shareholders in a manner described in subsection (2) or in such manner as described by the articles or by- laws made under clause (a). Same, reasonable participation

(4) A meeting of shareholders held in any manner described in subsection (2) or in such manner as described by the articles or by-laws made under subsection (3) must enable all persons entitled to attend the meeting to reasonably participate. Same, persons deemed present at meeting

(5) A person who, through telephonic or electronic means, votes at or attends a meeting of shareholders is deemed for the purposes of this Act to be present in person at the meeting. 4

(1) Section 96 of the Act is amended by adding the following subsections: When notice is not required to specify place of meeting

(1.1) Despite subsection (1), a notice of a meeting of shareholders is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. Instructions re attending meeting by telephonic, etc. means

(1.2) If a person may attend a meeting of shareholders by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. (2) Subsection 96 (3) of the Act is repealed and the following substituted: Adjourned meeting

(3) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting other than by announcement of all of the following at the time of an adjournment: 1. The time of the continued meeting. 2. If applicable, the place of the continued meeting. 3. If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

(3) Section 96 of the Act is amended by adding the following subsection:

7 Transition

(7) For clarity, this section, as it read immediately before the day subsection 4 (3) of

Schedule 4 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of shareholders to be held on or after that day. 5

Section 100 of the Act is amended by adding the following subsection: Same, examination by remote means

(5) A corporation or a trustee, transfer agent or other agent may, but is not required, to permit a shareholder to examine the list of shareholders remotely at any time by means of any technology. 6

Section 103 of the Act is amended by adding the following subsection: Voting by telephonic or electronic means

(2.1) Unless the by-laws expressly provide otherwise , a vote at a meeting of shareholders may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 7

Section 114 of the Act is amended by adding the following subsection: Vote may be by telephonic or electronic means

(4) For clarity, unless the by -laws expressly provide otherwise, a vote referred to in subsection (2) or (3) may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic means and voting in person. 8 (1) Subsection 117 (4) of the Act is amended by striking out “and place of the meeting” at the end and substituting “and, if applicable, the place of the meeting”.

(2) Section 117 of the Act is amended by adding the following subsection: Instructions re attending meeting by telephonic, etc. means

(5) If the directors may attend a meeting of directors referred to in subsection (1) by telephonic or electronic means, the notice of the meeting mus t include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 9 Subsection 124 (1) of the Act is amended by striking out “Despite subsection 126 (6), but subject to” at the beginning and substituting “Subject to”. 10

(1) Section 126 of the Act is amended by adding the following subsections: When notice is not required to specify place of meeting

(9.1) Despite subsection (9) and any other provision in the articles or by-laws of a corporation, a notice of a meeting of directors is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. Instructions re attending meeting by telephonic, etc. means

(9.2) If the directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. (2) Subsection 126 (11) of the Act is repealed and the following substituted: Adjourned meeting

(11) Notice of an adjourned meeting of directors is not required to be given if all of the following are announced at the time of an adjournment: 1. The time of the continued meeting. 2. If applicable, the place of the continued meeting. 3. If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. (3) Subsection 126 (13) of the Act is repealed and the following substituted: Meeting by telephonic or electronic means

(13) Subject to the articles or by -laws and subsection (15), a meeting of directors may be held entirely by one or more telephonic or electron ic means or by any combination of in- person attendance and by one or more telephonic or electronic means.

8 Same, articles, etc.

(14) In addition to any other matters that the articles or by -laws may provide for with respect to the holding of meetings of directors in accordance with subsection (13), the articles or by-laws may, (

a) limit the manner or manners by which a meeting of directors may be held in accordance with subsection (13); and (

b) specify requirements that apply with respect to the holding of a meeting of directors in a manner described in subsection (13) or in such manner as described by the articles or by-laws made under clause (a). Same, ability to communicate at meeting

(15) A meeting of directors held in any manner describ ed in subsection (13) or in such manner as described by the articles or by-laws made under subsection (14) must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. Same, persons deemed present at meeting

(16) A person who, through telephonic or electronic means, attends a meeting of directors is deemed for the purposes of this Act to be present in person at the meeting. Transition

(17) For clarity, this section, as it read immediately before the day subsection 10 (3) of

Schedule 4 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of directors to be held on or after that day. 11 Subsections 139 (1) and (3) of the Act are repealed and the following substituted: Records

(1) Where this Act requires a record to be kept by a corporation, it may be kept in any form. . . . . . Admissibility of records in evidence

(3) The information in a record is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated in the record, before and after dissolution of the corporation. 12 The French version of

section 142 of the Act is repealed and the following substituted: Agents des transferts 142 Pour chaque catégorie de valeurs mobilières et de bons de souscription qu’elle émet, la société peut nommer :

a) un fiduciaire, un agent des transferts ou un autre mandataire pour tenir le registre des valeurs mobilières et le registre des transferts, et une ou plusieurs personnes ou mandataires pour tenir les registres locaux;

b) un préposé aux registres, un fiduciaire ou un mandataire pour tenir un registre des certificats de valeurs mobilières et des bons de souscription émis.

Sous réserve de l’article 48, une même personne peut être nommée en vertu des alinéas

a) et

b) relativement à toutes les catégories de valeurs mobilières et de bons de souscription de la société ou relativement à une ou plusieur s catégories de ces valeurs ou bons de souscription. 13

(1) Section 144 of the Act is amended by adding the following subsection: Same, examination by remote means

(1.1) The corporation may, but is not required to, permit a director to examine any or all of the records mentioned in subsection (1) remotely at any time by means of any technology. (2) Subsection 144 (3) of the Act is amended by striking out “by means of a computer terminal or other electronic technology” at the end and substituting “by means of any technology”. 14

Section 145 of the Act is amended by adding the following subsections: Same, examination by remote means

(1.1) The corporation may, but is not required to, permit a person to examine any or all of the records mentioned in clauses 140 (1) (

a) to (e), remotely at any time by means of any technology and may also permit the person to take extracts by such means. Same, trustee, etc. appointed under s. 142 (a)

(1.2) A trustee, transfer agent or other agent appointed under clause 142 (

a) may, but is not required to, permit a person to examine any or all of the records mentioned in clause 140 (1) (d), remotely at any time by means of any technology and may also permit the person to take extracts by such means.

9 Same, registrar appointed under s. 142 (b)

(1.3) A registrar appointed under clause 142 (

b) may, but is not required to, permit a person to examine any or all of the records mentioned in clause 142 (b), remotely at any time by means of any technology and may also permit the person to take extracts by such means. Same, no charge for examination, extracts

(1.4) If a corporation or a registrar, trustee, transfer agent or other agent appointed under

section 142 permits a registered holder of shares, beneficial owner of shares or creditor of a corporation, or their agent or legal representative, to examine a record or take extracts in accordance with subsection (1.1), (1.2) or (1.3), the corporation, registrar, trustee, transfer agent or other agent shall not charge the person for the examination or the extracts. 15

Section 157 of the Act is amended by adding the following subsections: Examination by remote means

(3) A holding corporation may, but is not required to, permit a shareholder of the holding corporation or their agents or legal representative to examine the financial statements referred to in subsection (1) remotely at any time by means of any technology and may also permit the person to make extracts by such means. Same, no charge for examination, extracts

(4) If a holding corporation permits a shareholder of the holding corporation or their agent or legal representative to examine the financial statements or make extracts in accordance with subsection (3), the holding corporation shall not charge the person for the examination or the extracts. 16 Subsection 158 (5) of the Act is repealed and the following substituted: Right of auditor to be heard

(5) The auditor of a corporation shall be entitled to receive notice of, to attend at the expense of the corporation and to be heard at meetings of the board of directors of the corporation on matters relating to the auditor’s duties. 17 The French version of subsection 227 (4) of the Act is amended by striking out “est admissible en preuve comme preuve, en l’absence de preuve contraire” and substituting “est admissible en preuve et fait foi, en l’absence de preuve contraire”. 18 Subsection 262 (6) of the Act is repealed and the following substituted: Electronic communications

(6) A notice or document sent in accordance with subsection (1) or

section 263 may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 19 Subsection 271.1 (1) of the Act is amended by adding the following clauses: (

t) governing inspections of consents under

section 5, examinations of lists of shareholders under

section 100, examinations and inspections of records under sections 144 and 145 and examinations of financial statements under

section 157; (

u) governing transitional matters as the Minister considers necessary or advisable to facilitate the implementation of amendments to this Act made by

Schedule 4 to the Less Red Tape, Stronger Economy Act, 2023. 20

Part XIX of the Act and the

Schedule to the Act are repealed. COVID-19 Response and Reforms to Modernize Ontario Act, 2020 21

Section 8 of

Schedule 2 to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 is repealed. Revocation 22 Ontario Regulation 542/20 (Extension of Temporary Suspension Period), made under the Act, is revoked. Commencement 23

(1) Except as otherwise provided in this section, this

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

(2) Sections 1 to 20 and 22 come into force on October 1, 2023.

SCHEDULE 5 CANNABIS LICENCE ACT, 2018 1

Section 17 of the Cannabis Licence Act, 2018 is repealed and the following substituted: Transfers 17

(1) A retail operator licence, cannabis retail manager licence or retail store authorization is not transferable to another person, except as permitted by the regulations. Application for transfer

(2) A person may apply to the Registrar for the transfer of a retail operator licence, cannabis retail manager licence or retail store authorization that is permitted by the regulations. Approval, refusal

(3) The Registrar shall consider every application for a transfer, and shall, (

a) approve the transfer, if the prescribed requirements are met; or (

b) if the prescribed requirements are not met, refuse the application or issue a proposal to refuse the application, as specified by the regulations. Pre-existing conditions

(4) A licence or authorization transferred in accordance with this

section is subject to the same conditions to which it was subject immediately before the transfer. Conditions on consent

(5) In approving the transfer of a licence or authorization, the Registrar may specify any conditions consented to by the applicant that are to be attached to the licence or authorization. 2

Section 19 of the Act is amended by adding “subject to the regulations” at the end. 3 (1) Clause 49 (1) (

b) of the Act is amended by adding “or transfer” after “the renewal”. (2) Clause 49 (1) (

d) of the Act is amended by striking out “renewal and expiry” and substituting “renewal, transfer and expiry”. (3) Subsection 49 (1) of the Act is amended by adding the following clause: (j.1) authorizing and governing the sale, purchase or transfer of cannabis between holders of a retail store authorization in the prescribed circumstances; Commencement 4 This

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 6 CENTENNIAL CENTRE OF SCIENCE AND TECHNOLOGY ACT 1 The Centennial Centre of Science and Technology Act is amended by adding the following section: Immunity of trustees 10

(1) No cause of action arises against a trustee of the Centre as a result of any act done in good faith in the performance or intended performance of his or her duties or any alleged neglect or default in the performance in good faith of his or her duties. No proceeding

(2) No proceeding, including but not limited to a proceeding for a remedy in contract, restitution, tort or trust, shall be instituted against a trustee of the Centre by a person who has suffered any damages, injury or other loss based on or related to any cause of action described in subsection (1). Liability of Centre preserved (3) Subsections (1) and (2) do not relieve the Centre of any liability to which it would otherwise be subject. Commencement 2 This

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 7 CONDOMINIUM ACT, 1998 1 Subsection 1 (1) of the Condominium Act, 1998 is amended by adding the following definition: “telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, e-mail, an automated touch-tone telephone system, computer or computer networks; (“moyen de communication téléphonique ou électronique”) 2 (1) Subsection 35 (3) of the Act is repealed and the following substituted: Content of notice

(3) The notice shall state the following: 1. The time of the meeting. 2. If the directors may attend the meeting in person, the place of the meeting. 3. If the directors may attend the meeting by telephonic or electronic means, instructions for attending and participating in the meeting by telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 4. The general nature of the business to be discussed at the meeting. (2) Subsection 35 (5) of the Act is repealed and the following substituted: Meeting of directors by telephonic or electronic means

(5) Subject to the by -laws and subsection (7), a meeting of directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. Same, by-laws

(6) In addition to any other matters that the by- laws may provide for with respect to the holding of meetings of directors in accordance with subsection (5), the by-laws may, (

a) limit the manner or manners by which a meeting of directors may be held in accordance with subsection (5); and (

b) specify requirements that apply with respect to the holding of a meeting of directors in a manner described in subsection (5) or in such manner as described by the by-laws made under clause (a). Same, ability to communicate

(7) A meeting of directors held in any manner described in subsection (5) or in such manner as described by the by-laws made under subsect ion (6) must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. Same, persons deemed present at meeting

(8) A person who, through telephonic or electronic means, attends a meeting of directors is deemed for the purposes of this Act to be present at the meeting. 3

Section 45 of the Act is amended by adding the following subsections: Meeting of owners by telephonic or electronic means

(6) Subject to the by-laws and subsection (8), a meeting of owners may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. Same, by-laws

(7) In addition to any other matters that the by -laws may p rovide for with respect to the holding of meetings of owners in accordance with subsection (6), the by-laws may, (

a) limit the manner or manners by which a meeting of owners may be held in accordance with subsection (6); and (

b) specify requirements that apply with respect to the holding of a meeting of owners in a manner described in subsection (6) or in such manner as described by the by-laws made under clause (a). Same, reasonable participation

(8) A meeting of owners held in any manner described in subsection (6) or in such manner as described by the by -laws made under subsection (7) must enable all persons entitled to attend the meeting to reasonably participate. Same, persons deemed present at meeting

(9) A person who, through tele phonic or electronic means, casts a vote before or at a meeting of owners or attends such a meeting is deemed for the purposes of this Act to be present at the meeting.

13 4 If, on the day this

section comes in force,

section 40 of

Schedule 1 to the Protectin g Condominium Owners Act, 2015 is not in force, subsection 46 (1) of the Condominium Act, 1998 is amended by striking out “subsection 47 (2)” and substituting “section 46.1”. 5 Subsection 46.1 (3) of the Act is amended by adding “and” at the end of subclause (c) (iv) and by repealing clauses (

d) and (

e) and substituting the following: (

d) any prescribed information. 6 (1) Clause 47 (4) (

c) of the Act is repealed and the following substituted: (

c) subject to the regulations, sent to the owner’s electronic communication address that appears in the record of the corporation required by

section 46.1, or is required by that

section to appear in that record, if, (

i) the by-laws made under subsection (6) do not prevent the giving of the notice by that method, a nd (ii) any additional requirements set out in the by -laws or in the regulations for sending the notice by that method are satisfied; or (2) Clause 47 (5) (

c) of the Act is repealed and the following substituted: (

c) subject to the regulations, sent to the mortgagee’s electronic communication address that appears in the record of the corporation required by

section 46.1, or is required by that

section to appear in that record, if, (

i) the by-laws made under subsection (6) do not prevent the giving of the notice by that method, and (ii) any additional requirements set out in the by -laws or in the regulations for sending the notice by that method are satisfied. (3) Subsection 47 (6) of the Act is repealed the following substituted: By-laws

(6) The by-laws may specify, (

a) circumstances in which clause (4) (

c) or (5) (

c) does not apply in respect of the corporation; (

b) that all or certain types of notices may not be given by one or more methods of electronic communication; and (

c) additional requirements that must be satisfied in order for a party to give a notice in accordance with clause (4) (

c) or (5) (c).

(4) The English version of clause 47 (7) (

a) of the Act is amended by striking out “the hour” and substituting “the time”.

(5) Section 47 of the Act is amended by adding the following subsection: When notice need not specify place of meeting

(7.1) Despite clause (7) (a), a notice of meeting of owners need not specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. 7 (1) Clause 52 (1) (

b) of the Act is amended, (

a) by adding “or” at the end of subclause (i); (

b) by striking out “or” at the end of subclause (ii); and (

c) by repealing subclause (iii). (2) Subsection 52 (1.1) of the Act is repealed and the following substituted: Same

(1.1) Subject to the by -laws, a vote by a show of hands or by a recorded vote may be conducted entirely by one or more telephonic or electronic means or by any combination of in-person voting and by one or more telephonic or electronic means. Same (1.1.1) In addition to any other matters that the by -laws may provide for with respect to holding a vote in accordance with subsection (1.1), the by-laws may, (

a) limit the method or methods by which a vote may be conducted in accordance with subsection (1.1); and (

b) specify requirements that apply with respect to the holding of a vote by a method described in subsection (1.1) or by such method as described by the by-laws made under clause (a). (3) Subsection 52 (2) of the Act is amended by adding “described in clause (1) (b)” after “that a recorded vote”. 8

Section 54 of the Act is repealed and the following substituted:

14 Service on owner or mortgagee 54

(1) Subject to subsection (2), a thing other than a notice required to be given to an owner or a mortgagee under this Act is sufficiently served if it is given in accordance with subsection 47 (4) or (5), as the case may be, as if references to “noti ce” in the applicable subsection were references to the thing to be given to the owner or mortgagee. Exception

(2) Except as provided in the regulations, subsection (1) does not apply with respect to the right to examine or obtain copies of records under subsection 55 (3). Application of s. 47 (6) (3) Subsection 47 (6) applies, with necessary modifications, for the purposes of subsection (1) of this section. 9

(1) Paragraph 10 of subsection 55 (1) of the Act is repealed and the following substituted: 10. All ballots or instruments appointing a proxy for a me eting of owners that are submitted at the meeting or delivered to the corporation before the meeting, including, for clarity, any record of votes cast through telephonic or electronic means before or at the meeting.

(2) The French version of clause 55 (4) (

b) of the Act is amended by striking out “instances en cours” and substituting “instances réelles”. 10

Part IV.1 of the Act is repealed. 11 (1) Subsection 177 (1) of the Act is amended by adding the following paragraph: 6.5 governing the giving of a notice under clause 47 (4) (

c) or (5) (c), including limiting the types of notices that may be given by one or more methods of electronic communication described in those clauses; (2) Subsection 177 (2) of the Act is amended by adding the following parag raph: 11. governing transitional matters as the Minister considers necessary or advisable to facilitate the implementation of amendments to this Act made by

Schedule 7 to the Less Red Tape, Stronger Economy Act, 2023. 12 The

Schedule to the Act is repealed. COVID-19 Response and Reforms to Modernize Ontario Act, 2020 13

Section 3 of

Schedule 5 to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 is repealed. Revocation 14 Ontario Regulation 541/20 (Extension of Temporary Suspension Period), made under the Act, is revoked. Commencement 15

(1) Except as otherwise provided in this section, this

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

(2) Sections 1 to 12 and 14 of this

Schedule come into force on October 1, 2023.

SCHEDULE 8 CO-OPERATIVE CORPORATIONS ACT 1 Subsection 1 (1) of the Co-operative Corporations Act is amended by adding the following definition: “telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, an automated touch-tone telephone system, computer or computer networks; (“moyen de communication téléphonique ou électronique”) 2 Subsection 37 (2) of the Act is repealed and the following substituted: Same

(2) No person shall refuse to permit a person to inspect a statement in accordance with subsection (1) or to make extracts from them. Inspection by remote means

(3) The co-operative may, but is not required to, permit a person to inspect a copy of a statement mentioned in subsection (1) remotely at any time by means of any technology and may permit the person to make extracts by such means. 3

Section 45 of the Act is amended by striking out “manually”. 4 (1) Subsection 74 (1) of the Act is amended by adding “articles or” before “by- laws”. (2) Subsections 74 (3) to (5) of the Act are repealed and the following substituted: Meeting by telephonic or electronic means

(3) Subject to the articles or by-laws and subsection (5), a meeting of the members of the co-operative may be held entirely by one or more telephonic or electronic means or by any combination of in -person attendance and by one or more te lephonic or electronic means. Same, articles, etc.

(4) In addition to any other matters that the articles or by -laws may provide for with respect to the holding of meetings of the members of the co-operative in accordance with subsection (3), the articles or by-laws may, (

a) limit the manner or manners by which a meeting of the members of the co- operative may be held in accordance with subsection (3); and (

b) specify requirements that apply with respect to the holding of a meeting of the members of the co-operative in a manner described in subsection (3) or in such manner as described by the articles or by- laws made under clause (a). Same, reasonable participation

(5) A meeting of the members of the co-operative held in any manner described in subsection (3) or in such manner as described by the articles or by- laws made under subsection (4) must enable all persons entitled to attend the meeting to reasonably participate. Same, persons deemed present at meeting

(6) A person who, through telephonic or electronic means, votes at or attends a meeting of the members of the co-operative is deemed for the purposes of this Act to be present in person at the meeting. Same, deemed place of meeting

(7) A meeting of the members of the co-operative held in any manner described in subsection (3) or in such manner as described by the articles or by-laws made under subsection (4) is deemed to be held at the place where the head office of the co-operative is located. 5

(1) The French version of clause 75 (1) (

e) of the A ct is amended by striking out “est admissible en preuve, à

titre de preuve, en l’absence de preuve contraire” and substituting “est admissible en preuve et fait foi, en l’absence de preuve contraire”.

(2) Section 75 of the Act is amended by adding the following subsections: When notice is not required to specify place of meeting (2.0.1) Despite clause (1) (a), the notice of a meeting of members is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means.

Instructions re attending meeting by telephonic, etc. means (2.0.2) If a person may attend a meeting of members by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

(3) Section 75 of the Act is amended by adding the following subsection: Transition

(4) For clarity, this section, as it read immediately before the day subsection 5 (3) of

Schedule 8 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of members to be held on or after that day. 6 Subsections 76 (4) and (5) of the Act are repealed and the following substituted: Manner of voting

(4) Subject to the articles or by-laws of a co-operative, voting at a meeting of members shall be by show of hands unless a poll is demanded by a member, or by a director or officer on behalf of a member under subsection (3), entitled to vote at the meeting. Demand for poll

(5) Subject to the articles or by -laws of a co -operative, a member, or a director or officer on behalf of a member under subsection (3), may demand a poll either before or after any vote by show of hands. Voting by telephonic or electronic means

(6) Unless the articles or by-laws of a co-operative expressly provide otherwise, a vote cast before or at a meeting of members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. Voting by mail, etc.

(7) The by-laws of a co-operative that is not a non-profit housing co-operative may permit voting to be cast by either or both of the following methods: 1. Sending the vote by mail. 2. Delivering the vote personally to, i. the head office of the co-operative as shown on the records of the Ministry, or ii. the co-operative’s business office. Same, non-profit housing co-operative

(8) The by-laws of a co-operative that is a non-profit housing co-operative may permit voting to be cast by one or more of the following methods: 1. Sending the vote by mail. 2. Delivering the vote personally to, i. the head office of the co-operative as shown on the records of the Ministry, or ii. the co-operative’s business office. 3. Handing the vote to a returning officer or other individual designated by the co -operative for the purpose of receiving the vote. 7 Subsection 90 (1) of the Act is repealed and the following substituted: Election of directors

(1) The directors shall be elected by the members at a general meeting, and the election shall be conducted in the manner prescribed by

section 91. 8 Subsection 91 (1) of the Act is amended by striking out “if the member votes, shall cast at the election a number of votes” and substituting “if the member votes, shall cast at or before a general meet ing a number of votes”. 9

Section 94 of the Act is repealed and the following substituted: Place of meeting 94

(1) Subject to subsections (2) and (3), a meeting of directors shall be held at the place where the head office of the co - operative is located. Exception

(2) Where the articles or by -laws of the co -operative so provide, the meetings of the board of directors and of the executive committee may be held at any place within or outside Ontario, but in any financial year of the co- operative a majority of the meetings of the board of directors and a majority of the meetings of the executive committee shall be held at a place within Canada.

17 Meeting by telephonic or electronic means

(3) Subject to the articles or by-laws and subsection (5), a meeting of directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. Same, articles, etc.

(4) In addition to any other matters that the articles or by -laws may provide for with respect to the holding of meetings of directors in accordance with subsection (3), the articles or by-laws may, (

a) limit the manner or manners by which a meeting of directors may be held in accordance with subsection (3); and (

b) specify requirements that apply with respect to the holding of a meeting of directors in a manner described in subsection (3) or in such manner as described by the articles or by-laws made under clause (a). Same, ability to communicate at meeting

(5) A meeting of directors held in any manner described in subsection (3) or in such manner as described by the articles or by- laws made under subsection (4) must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. Same, persons deemed present at meeting

(6) A person who, through telephonic or electronic means, attends a meeting of directors is deemed for the purposes of this Act to be present in person at the meeting. Same, deemed place of meeting

(7) If a majority of the directors attending a meeting held in a manner described in subsection (3) or in such manner as described by the articles or by -laws made under subsection (4) are in Canada during the meeting, the meeting is de emed to have been held in Canada. 10

Section 95 of the Act is amended by adding the following subsections: When notice is not required to specify place of meeting

(3) Despite subsection (2) and any other provision in the articles or by-laws of a co-operative, a notice of a meeting of directors is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. Instructions re attending meeting by telephonic, etc. means

(4) If the directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. Waiver of notice

(5) A director may in any manner and at any time waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the m eeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Transition

(6) For clarity, this section, as it read immediately before the d ay

section 10 of

Schedule 8 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of directors or to be held on or after that day. 11 The Act is amended by adding the following section: Resolutions in writing 95.2

(1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of the executive committee, is as valid as if it had been pass ed at a meeting of the board of directors or of the executive committee. Exception (2) Subsection (1) does not apply to a resolution referred to in subsection 49 (3) or

section 66 or 171.8. Copy to be kept

(3) A copy of every resolution passed under subsection (1) shall be kept with the minutes of the proceedings of the board of directors or of the executive committee.

18 Evidence

(4) Unless a poll is demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 12 (1) Subsection 113 (1) of the Act is repealed and the following substituted: Records

(1) Where this Act requires a record to be kept by a co-operative, it may be kept in any form. (2) Subsection 113 (2) of the Act is amended by striking out “Where a record is not kept in a bound book” at the beginning. (3) Subsection 113 (3) of the Act is repealed and the following substituted: Admissibility of records in evidence

(3) The information in a record is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated in the record, before and after dissolution of the co-operative. 13 Subparagraphs 3 i, ii and iii of

section 114 of the Act are amended by striking out “if any, of every such person” wherever it appears and substituting in each case “if any, and an email address, if one is provided, of every such person”. 14 The French version of

section 116 of the Act is repealed and the following substituted: Agent des transferts 116 La coopérative peut nommer un préposé aux registres et un agent des transferts pour tenir le registre des détenteurs de valeurs mobilières et le registre des transferts. 15

Section 118 of the Act is amended by adding the following subsection: Same, examination by remote means

(1.1) Subject to the articles and by -laws of the co-operative, the co-operative may, but is not required to, permit a director to examine any or all of the records mentioned in subsection (1) remotely at any time by means of any technology. 16

(1) Section 119 of the Act is amended by adding the following subsections: Same, examination by remote means

(1.1) Subject to the articles and by-laws of the co-operative, the co-operative may, but is not required to, permit a member or creditor or their agent or personal representative to examine any or all of the records mentioned in subsection (1) remotely at any time by means of any technology and may also permit the person to make extracts by such means. Same, registrar or transfer agent appointed under s. 116 (1.2) Subject to the articles and by-laws of the co-operative, a registrar or transfer agent appointed under

section 116 may, but is not required to, permit a member or creditor or their agent or personal representative to examine the register of security holders or the register of transfers remotely at any time by means of any technology and may also permit the person to make extracts by such means. (2) Subsection 119 (2) of the Act is repealed and the following substituted: No refusal to permit inspection under subs. (1)

(2) No person shall refuse to permit a p erson mentioned in subsection (1) to examine a record or to make an extract in accordance with subsection (1). 17

Section 135 of the Act is amended by adding the following subsection: Examination by remote means

(4) Subject to the articles or by -laws of the holding co-operative, the holding co-operative may, but is not required to, permit a member of the holding co-operative to examine the financial statements referred to in subsection (3) remotely at any time by means of any technology. 18 (1) Subsection 138 (4) of the Act is repealed and the following substituted: Hearing of auditor

(4) The auditor of a co -operative is entitled to receive notice of every meeting of the audit committee and, at the expense of the co -operative, to appear before and be heard at any meeting of the audit committee and shall appear before the audit committee when required to do so by the committee. (2) Subsection 138 (6) of the Act is a repealed and the following substituted:

19 Right of auditor to be heard

(6) The auditor of a co-operative shall be entitled to, (

a) receive notice of, (

b) to attend, at the expense of the co-operative; and (

c) to be heard at, meetings of the board of directors of the co-operative on matters relating to the auditor’s duties as auditor. 19 Clause 149 (

a) of the Act is amended by striking out “subclause 207 (1) (b) (vii)” and substituting “subclause 207 (1) (b) (iv)”. 20

(1) Subparagraph 4 i of subsection 171.8 (2) of the Act is repealed and the following substituted: i. set out the time and, if applicable, place of the board’s meeting at which the matter will be considered, i.1 set out instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, if the member may attend the meeting by such means,

(2) Paragraph 5 of subsection 171.8 (2) of the Act is repealed and the following substituted: 5. If a meeting is adjourned, no new notice is required if all of the following are announced at the time of an adjournment: i. The time of the continued meeting. ii. If applicable, the place of the continued meeting. iii. If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting.

(3) Section 171.8 of the Act is amended by adding the following subsection: Transition

(4) For clarity, paragraph 4 of subsection (2), as it read immediately before the day subsection 20 (3) of

Schedule 8 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a board meeting to be held on or after that day. 21 Subsection 172 (4) of the Act is repealed and the following substituted: Waiver of notice and abridgement of time

(4) Where a notice or other document is required by this Act or the regulations to be given or sent, the giving or sending of the notice or other document may be waived or the time for the giving or se nding of the notice or other document may be waived or abridged with the consent in writing of the person entitled to it, whether before or after the time prescribed. Same

(5) The consent of a person entitled to waive the requirement for the giving or sending of a notice or other document or to waive or abridge the time for the giving or sending of the notice or other document under subsection (1) may be sent by electronic means in accordance with the Electronic Commerce Act, 2000. 22

Section 186 of the Act is amended by adding the following subsection: Minister’s regulations

(2.1) The Minister may make regulations governing, (

a) inspections of statements under

section 37, examinations of records under 118 and 119 and examinations of financial statements under

section 135; (

b) transitional matters as the Minister considers necessary or advisable to facilitate the implementation of amendments to this Act made by

Schedule 8 to the Less Red Tape, Stronger Economy Act, 2023. 23 Sections 188, 189 and 190 of the Act and the

Schedule to the Act are repealed. COVID-19 Response and Reforms to Modernize Ontario Act, 2020 24

Section 8 of

Schedule 6 to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 is repealed. Revocation 25 Ontario Regulation 543/20 (Extension of Temporary Suspension Period), made under the Act, is revoked. Commencement 26

(1) Except as otherwise provided in this section, this

Schedule comes into force on the day the Less Red Tape, Stronger Economy Act, 2023 receives Royal Assent.

(2) Sections 1 to 23 and 25 come into force on October 1, 2023.

SCHEDULE 9 CORPORATIONS ACT 1 The English version of the definition of “telephonic or electronic means” in subsection 1 (1) of the Corporations Act is amended by striking out “e -mail, automated touch -tone telephone system” and substituting “email, an automated touch-tone telephone system”. 2 (1) Subsections 82 (1) and (2) of the Act are repealed and the following substituted: Place of meetings 82

(1) Subject to subsections (2) and (3) and subsections 283.1 (6) and 294.1 (1), the meetings of shareholders and the meetings of directors shall be held at the place where the head office of the company is situate. Exception

(2) Where the by-laws of the company so provide, the meetings of directors may be held at any place in or outside Ontario and the meetings of shareholders may be held at any place in Ontario.

(2) Section 82 of the Act is amended by adding the following subsections: Meeting under s. 283.1 (6) or (7)

(3.1) If a majority of the directors attending a meeting held in a manner described in subsection 283.1 (6) or in such ma nner as described by the letters patent, supplementary letters patent or by-laws made under subsection 283.1 (7) are in Canada during the meeting, the meeting is deemed to have been held in Canada. Meeting under s. 294.1 (1) or (2)

(3.2) A meeting held in a manner described in subsection 294.1 (1) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under subsection 294.1 (2) is deemed to be held at the place where the head office of the company is situate. 3 Subsection 85 (1) of the Act is amended by striking out “by prepaid mail”. 4 Clause 86 (1) (

a) of the Act is amended by striking out “by prepaid mail”. 5

Section 89 of the Act is amended by adding the following subsection: Vote may be by telephonic or electronic means

(2) For clarity, unless the by-laws expressly provide otherwise, a vote referred to in subsection (1) may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic means and voting in per son. 6 Subsection 93 (3) of the Act is repealed and the following substituted: When notice is not required to specify place of meeting

(3) Despite clause (1) (a), the notice of a meeting of shareholders is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. Instructions re attending meeting by telephonic, etc. means

(4) If a person may attend a meeting of shareholders by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. Transition

(5) For clarity, this section, as it read immediately before the day

section 6 of

Schedule 9 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of shareholders to be held on or after that day. 7

Section 105 of the Act is amended by adding the following subsection: Inspection by remote means

(3) A holding company may, but is not required to, permit a shareholder of the holding company to inspect the financial statements referred to in clause (2) (

c) remotely at any time by means of any technology. 8 Subsection 109 (1) of the Act is amended by striking out “by prepaid mail”. 9 Subsection 110 (5) of the Act is amended by striking out “by prepaid mail”. 10

Section 145 of the Act is amended by striking out “sections 167 and 168” and substituting “section 167”. 11 Subsection 149 (5) of the Act is amended by striking out “a printed notice by mail, addressed to each subscriber at the subscriber’s post office address, at least ten days before” and substituting “a notice in writing to each subscriber at least 10 days before”.

22 12

(1) Paragraph 1 of subsection 161 (2) of the Act is amended by striking out “by mail” at the end. (2) Subsection 161 (4) of the Act is amended by striking out “shall mail a copy” and substituting “shall send a copy”. 13 (1) Subsection 165 (1) of the Act is amended by striking out “six, nine, twelve or fifteen” and substituting “no fewer than six and no more than 15”. (2) Subsection 165 (2) of the Act is repealed and the following substituted: Increase or decrease in number

(2) The number of directors may from time to time be increased or decreased if so determined at a special general meeting of the corporation called for the purpose, or at an annual general meeting, if notice in writing of the intention to propose a by-law for that purpose at such annual meeting is given to the secretary of the corporation at least one month before the holding of the meeting, but the increased or decreased number of directors shall in any such case be no fewer than six and no more than 15.

A decrease in the number of directors does not shorten the term of an incumbent director. 14 Sections 167 and 168 of the Act are repealed and the following substituted: Terms, retirement 167

(1) Directors shall be elected for terms of three years, subject to subsections (2) and (3), and shall retire in rotation. Incorporation or amalgamation

(2) On incorporation or amalgamation, the following rules apply with r espect to the first directors’ terms: 1. The directors shall determine, by lot, which of them will hold office for a term of one year, which will hold office for a term of two years and which will hold office for a term of three years. 2. The number of directors whose term will expire at the end of any one of the first, second or third year after incorporation or amalgamation cannot exceed, by more than one, the number of directors whose term will expire at the end of any other of those years. Increase or decrease

(3) After an increase or decrease in the number of directors, the following rules apply with respect to the directors’ terms: 1. The board shall determine the length of term for each of the directors who will be elected at the next meeting of members. 2. The number of directors whose term will expire at the end of any one of the first, second or third year after the meeting cannot exceed, by more than one, the number of directors whose term will expire at the end of any other of those years. 15 (1) Subsection 171 (1) of the Act is amended by adding “at a meeting” after “for that purpose in person”.

(2) Section 171 of the Act is amended by adding the following subsection: Voting by telephonic or electronic means

(8) Unless the letters patent, supplementary letters patent or by- laws expressly provide otherwise, a vote under this

section may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 16 Clause 221 (

b) of the Act is amended by striking out “to be mailed to” at the beginning and substituting “to be sent to”. 17 (1) Subsection 283 (3) of the Act is amended by striking out “and subsection (3.1)”. (2) Subsection 283 (3.1) of the Act is repealed. 18 The Act is amended by adding the following section: Directors’ meetings 283.1

(1) Unless the letters patent, supplementary letters patent or by -laws provide otherwise, the directors may meet on any notice that the by-laws require. When notice is not required to specify place of meeting

(2) A notice of a meeting of directors is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. Instructions re attending meeting by telephonic, etc. means

(3) If the directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

23 Waiver of notice

(4) A director may waive notice of a meeting of directors, and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except if the director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called. Adjourned meeting

(5) Notice of a meeting that continues an adjourned meeting of directors is not required to be given if all of the following are announced at the time of an adjournment: 1. The time of the continued meeting. 2. If applicable, the place of the continued meeting. 3. If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. Meeting by telephonic or electronic means

(6) Subject to the letters patent, supplementary letters patent or by-laws and subsection (8), a meeting of directors may be held entirely by one or more telephonic or electronic means or by any combination of in- person attendance and by one or mor e telephonic or electronic means. Same, letters patent, etc.

(7) In addition to any other matters that the letters patent, supplementary letters patent or by-laws may provide for with respect to the holding of meetings of directors in accordance with subsection (6), the letters patent, supplementary letters patent or by- laws may, (

a) limit the manner or manners by which a meeting of directors may be held in accordance with subsection (6); and (

b) specify requirements that apply with respect to the holding of a meeting of directors in a manner described in subsection (6) or in such manner as described by the letters patent, supplementary letters patent or by -laws made under clause (a). Same, ability to communicate at meeting

(8) A meeting of directors held in any manner described in subsection (6) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under subsection (7) must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. Same, persons deemed present at meeting

(9) A person who, through telephonic or electronic means, attends a meeting of directors is deemed for the purposes of this Act to be present in person at the meeting. Transition

(10) For clarity, subsections (2) and (3) apply only to a notice of a meeting of directors that is given on or after the day

section 18 of

Schedule 9 to the Less Red Tape, Stronger Economy Act, 2023 comes into force. 19

Section 287 of the Act is amended by adding the following subsection: Voting by telephonic or electronic means

(3.1) Unless the letters patent, supplementary letters patent or by -laws expressly provide otherwise, a vote under this

section may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 20 The Act is amended by adding the following sections: Meeting by telephonic or electronic means 294.1

(1) Subject to the letters patent, supplementary letters patent or by- laws and subsection (3), a meeting of shareholders or members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. Same, letters patent, etc.

(2) In addition to any other matters that the letters patent, supplementary letters patent or by-laws may provide for with respect to the holding of meetings of shareholders in accordance with subsection (1), the letters patent, supplementary letters patent or by-laws may, (

a) limit the manner or manners by which a meeting of shareholders or members may be held in accordance with subsection (1); and

24 (

b) specify requirements that apply with respect to the holding of a meeti ng of shareholders or members in a manner described in subsection (1) or in such manner as described by the letters patent, supplementary letters patent or by -laws made under clause (a). Same, reasonable participation

(3) A meeting of shareholders or members held in any manner described in subsection (1) or in such manner as described by the letters patent, supplementary letters patent or by-laws made under subsection (2) must enable all persons entitled to attend the meeting to reasonably participate. Same, persons deemed present at meeting

(4) A person who, through telephonic or electronic means, votes at or attends a meeting of shareholders or members is deemed for the purposes of this Act to be present in person at the meeting. Manner of voting 294.2

(1) Subject to the letters patent, supplementary letters patent or by-laws, voting at a meeting of shareholders or members shall be by show of hands unless a poll is demanded by a shareholder, member or proxyholder entitled to vote at the meeting. Demand for poll

(2) A shareholder, member or proxyholder may demand a poll either before or after any vote by show of hands. Voting by telephonic or electronic means

(3) Unless the letters patent, supplementary letters patent or by -laws expressly provide otherw ise, a vote may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. Non-application to election of directors

(4) This

section does not apply in respect of the election of directors under

section 171 or 287. 21

Section 298 of the Act is amended by adding the following subsection: Evidence of resolution

(5) Unless a poll is demanded, an entry in the minutes of a meeting of directors to the effect that the chair declared a resolution to be carried or defeated is proof of the fact, in the absence of evidence to the contrary, without proof of the number or proportion of the votes recorded in favour of or against the resolution. 22 The Act is amended by adding the following section: Format of documents, etc. 298.1 All records, documents and registers required by this Act or the regulations to be prepared and maintained by a corporation may be in any form, provided that they are capable of being reproduced in an accurate and intelligible form within a reasonable time. 23

(1) Paragraph 3 of subsection 300 (1) of the Act is amended by striking out “and the address of every such person” and substituting “and the address, and an email address, if one is provided, o f every such person”.

(2) Paragraph 4 of subsection 300 (1) of the Act is repealed and the following substituted: 4. A register of directors in which are set out the name and address, and email address, if one is provided, of each person who is or has been a director of the corporation with the several dates on which the person became or ceased to be a director. 24

(1) Section 304 of the Act is amended by adding the following subsection: Same, inspection by remote means

(1.1) The corporation may, but is not required to, permit a director to inspect any or all of the records mentioned in subsection (1) remotely at any time by means of any technology. (2) Subsection 304 (3) of the Act is amended by striking out “by means of a computer terminal or other electronic technology” at the end and substituting “by means of any technology”. (3) Subsection 304 (4) of the Act is amended by striking out “A director, officer or employee of a corporation who contravenes” at the beginning and substituting “Every corporation that, and every director, officer or employee of the corporation who, contravenes”. 25

(1) Section 305 of the Act is amended by adding the following subsection:

25 Same, inspection by remote means

(1.1) The corporation or transfer agent may, but is not required to, permit a shareholder, member or creditor of the corporation or their agent or legal representative to inspect any or all of the records mentioned in subsection (1) remotely at any time by means of any technology and may also permit the person to make extracts by such means. (2) Subsection 305 (2) of the Act is repealed and the following substituted: Offence

(2) Every person who refuses to permit a person to inspect the minutes, documents or registers or to make extracts from them in accordance with subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $200. 26 (1) Subsection 324 (1) of the Act is repealed and the following substituted: Service

Document details

Collection	Ontario — Bills
Citation	p43 s1 bill 91 b091 e.pdf
Type	bill
Volume / chapter	p43 s1 bill 91 b091 e.pdf
Language	en
Format	json
Source	PROVINCIAL
Identifier	21efd84472784a0cbee31a31d9d8beff1830c6b8

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