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Bill 91, Less Red Tape, Stronger Economy Act, 2023

Gill, Parm Minister of Red Tape Reduction

Royal Assent received. Statutes of Ontario 2023,

chapter 9

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Bill 91 Royal Assent (PDF)

EXPLANATORY

NOTE

This Explanatory Note was written as a reader’s

aid to Bill 91 and does not form part of the law.

Bill 91 has been enacted as

Chapter 9 of the Statutes of Ontario, 2023.

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.

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 meetings 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 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 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

are 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 adjourned, if notice is not otherwise given. (See

subsections 96 (3) and 126 (11) of the Act).

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 period 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 retail operator licence, cannabis retail manager

licence or retail store authorization may be transferred between persons if the

regulations permit such a transfer. The 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

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 instantaneously. 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 record 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).

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 (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 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 meetings 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 attending 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 subsection 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 directors or

of the executive committee. Certain exceptions are provided. A copy of the

resolution must be kept with the minutes of 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 the 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 regulations 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 and 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 more

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

instructions 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 are 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).

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 reproduced 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, other 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 in 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 35 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 also 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

prohibition against overtaking a snow plow is added to the Highway Traffic Act .

SCHEDULE 16

INTERNATIONAL RECOVERY OF CHILD SUPPORT AND FAMILY MAINTENANCE CONVENTION ACT,

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 account in the Public Accounts. New subsection 2

(1.2) specifies amounts that must be recorded in the Fund. Other amendments are made

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, the City of Niagara Falls and the Town of

Niagara-on-the-Lake and be appointed annually by the Lieutenant 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 directors 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 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 meetings 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 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.

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 technology, 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 work 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 replaced. 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 Ontario 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 any 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

demonstration 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.

SCHEDULE 26

PARTNERSHIPS ACT

Currently,

section 24 of the Partnerships Act enables partners

to inspect and make copies 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 agreement 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

agreements.

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 repealed 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 Livestock

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 products.

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

Part 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 administration 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 the 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 members 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, against 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 Persons 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 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 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 and 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”.

3. The

terminology of a certificate being revoked is changed throughout the Act to a

certificate 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 operators 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 submitted

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

insurance contracts. An unrelated correction is made to the French version of

the Act.

Bill 91 2023

Act to enact two Acts, amend various Acts and revoke various regulations

CONTENTS

Contents

of this Act

Commencement

Short

title

Schedule

Art

Gallery of Ontario Act

Schedule

Arts

Council Act

Schedule

Building

Broadband Faster Act, 2021

Schedule

Business

Corporations Act

Schedule

Cannabis

Licence Act, 2018

Schedule

Centennial

Centre of Science and Technology Act

Schedule

Condominium

Act, 1998

Schedule

Co-operative

Corporations Act

Schedule

Corporations

Act

Schedule

Corporations

Information Act

Schedule

Courts

of Justice Act

Schedule

Creditors’

Relief Act, 2010

Schedule

Execution

Act

Schedule

Fish

and Wildlife Conservation Act, 1997

Schedule

Highway

Traffic Act

Schedule

International

Recovery of Child Support and Family Maintenance Convention Act, 2023

Schedule

Limited

Partnerships Act

Schedule

McMichael

Canadian Art Collection Act

Schedule

Metropolitan

Toronto Convention Centre Corporation Act

Schedule

Motor

Vehicle Accident Claims Act

Schedule

Niagara

Parks Act

Schedule

Not-for-Profit

Corporations Act, 2010

Schedule

Oil,

Gas and Salt Resources Act

Schedule

Ontario

Energy Board Act, 1998

Schedule

Ottawa

Convention Centre Corporation Act

Schedule

Partnerships

Act

Schedule

Pension

Benefits Act

Schedule

Personal

Property Security Act

Schedule

Private

Career Colleges Act, 2005

Schedule

Protecting

Farmers from Non-Payment Act (Regulating Agricultural Product Dealers and

Storage Operators), 2023

Schedule

Royal

Ontario Museum Act

Schedule

Science

North Act

Schedule

Services

and Supports to Promote the Social Inclusion of Persons with Developmental

Disabilities Act, 2008

Schedule

St.

Lawrence Parks Commission Act

Schedule

Substitute

Decisions Act, 1992

Schedule

Towing

and Storage Safety and Enforcement Act, 2021

Schedule

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

(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

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)

(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.”

(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”.

The Act is amended by adding the following section:

Immunity

of trustees

(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.

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

This

Schedule comes into force on the day the Less Red Tape,

Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 2

ARTS COUNCIL ACT

Section 2 of the Arts Council Act is amended by

striking out “ten other members” and substituting “up to ten other members”.

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”.

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.

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

related 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

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

The definition of “proponent” in

section 2 of the Building

Broadband Faster Act, 2021 is amended by striking out “project” and

substituting “broadband project”.

(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”.

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 requested

data in the form required by the Minister within 15 business days of receiving

the request:

. . . .

Subsection 27 (2) of the Act is amended by adding the following clause:

(c.1) governing

the application of

section 10.1, including, 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 material deficiency or

material issue for the purposes of that section;

Commencement

This

Schedule comes into force on the day the Less Red

Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 4

BUSINESS CORPORATIONS ACT

subsection 1 (1) of the Business Corporations Act

is amended by striking out “computers” and substituting “computer”.

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.

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 provide 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.

(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:

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.

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.

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.

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.

(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 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.

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”.

(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 electronic means or by any

combination of in-person attendance and by one or more telephonic or electronic

means.

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 described 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.

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.

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 plusieurs

catégories de ces valeurs ou bons de souscription.

(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”.

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.

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.

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.

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.

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”.

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 .

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 .

Part XIX of the Act and the

Schedule to the Act are repealed.

COVID-19

Response and Reforms to Modernize Ontario Act, 2020

Section 8 of

Schedule 2 to the COVID-19 Response and

Reforms to Modernize Ontario Act, 2020 is repealed.

Revocation

Ontario Regulation 542/20 (Extension of Temporary Suspension Period), made

under the Act, is revoked.

Commencement

(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

Section 17 of the Cannabis Licence Act, 2018 is

repealed and the following substituted:

Transfers

(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.

Section 19 of the Act is amended by adding “subject to the regulations” at the

end.

(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

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

The Centennial Centre of Science and Technology Act

is amended by adding the following section:

Immunity

of trustees

(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.

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

This

Schedule comes into force on the day the Less Red

Tape, Stronger Economy Act, 2023 receives Royal Assent.

SCHEDULE 7

CONDOMINIUM ACT, 1998

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”)

(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 subsection (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.

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 provide 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 telephonic 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.

If, on the day this

section comes in force,

section 40 of

Schedule 1 to the Protecting 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”.

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.

(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, and

(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

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.

(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”.

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

Service

on owner or mortgagee

(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 “notice” 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.

(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 meeting 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”.

Part IV.1 of the Act is repealed.

(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 paragraph:

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 .

The

Schedule to the Act is repealed.

COVID-19

Response and Reforms to Modernize Ontario Act, 2020

Section 3 of

Schedule 5 to the COVID-19 Response and

Reforms to Modernize Ontario Act, 2020 is repealed.

Revocation

Ontario Regulation 541/20 (Extension of Temporary Suspension Period), made

under the Act, is revoked.

Commencement

(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

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”)

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.

Section 45 of the Act is amended by striking out “manually”.

(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 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 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.

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

e) of the Act 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.

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.

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.

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 meeting a number of votes”.

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

Place

of meeting

(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.

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 deemed to

have been held in Canada.

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 meeting, 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 day

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.

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 passed 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.

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.

(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.

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”.

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.

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.

(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:

refusal to permit inspection under subs. (1)

(2) No

person shall refuse to permit a person mentioned in subsection (1) to examine a

record or to make an extract in accordance with subsection (1).

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.

(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:

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.

Clause 149 (

a) of the Act is amended by striking out “subclause 207 (1) (b)

(vii)” and substituting “subclause 207 (1) (b) (iv)”.

(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.

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 sending 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 .

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 .

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

Section 8 of

Schedule 6 to the COVID-19 Response and

Reforms to Modernize Ontario Act, 2020 is repealed.

Revocation

Ontario Regulation 543/20 (Extension of Temporary Suspension Period), made

under the Act, is revoked.

Commencement

(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

“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”.

(1) Subsections 82 (1) and (2) of the Act are repealed and the

following substituted:

Place

of meetings

(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 manner 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.

Subsection 85 (1) of the Act is amended by striking out “by prepaid mail”.

Clause 86 (1) (

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

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 person.

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.

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.

Subsection 109 (1) of the Act is amended by striking out “by prepaid mail”.

Subsection 110 (5) of the Act is amended by striking out “by prepaid mail”.

Section 145 of the Act is amended by striking out “sections 167 and 168” and

substituting “section 167”.

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”.

(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”.

(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.

Sections 167 and 168 of the Act are repealed and the following substituted:

Terms,

retirement

(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 respect 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.

(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.

Clause 221 (

b) of the Act is amended by striking out “to be mailed to” at the

beginning and substituting “to be sent to”.

(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.

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.

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

more 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.

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.

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

(

b) specify

requirements that apply with respect to the holding of a meeting 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

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.

Non-application

to election of directors

(4) This

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

section

171 or

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.

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.

(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