First

Session, 49th General Assembly

Elizabeth II, 2020

BILL 51

AN ACT TO AMEND THE

CONDOMINIUM ACT, 2009, THE

CO-OPERATIVES ACT AND THE CORPORATIONS ACT

Received

and Read the First Time ................................................................

Second

Reading ............................................................................................

Committee .....................................................................................................

Third

Reading ...............................................................................................

Royal

Assent .................................................................................................

HONOURABLE SARAH

STOODLEY

Minister of Digital

Government and Service Newfoundland and Labrador

Ordered to be printed by

the Honourable House of Assembly

EXPLANATORY NOTES

This Bill would

amend the Condominium Act, 2009 , the Co-operatives Act and

the Corporations Act to allow for

meetings and voting to be held by electronic means.

BILL 28

AN ACT TO AMEND THE CONDOMINIUM ACT, 2009,

THE CO-OPERATIVES ACT AND THE CORPORATIONS ACT

Analysis

CONDOMINIUM

ACT, 2009

S.19.1 Added

Meeting by electronic means

S.21 Amdt.

Voting

CO-OPERATIVES

ACT

S.48 Amdt.

Conduct of meetings

S.72.1 Added

Meeting by electronic means

S.78 Amdt.

Voting rights

S.82 Amdt.

Voting procedure

CORPORATIONS

ACT

S.188 R&S

Directors meeting by electronic means

S.217.1 Added

Shareholders meeting by electronic means

S.239 Amdt.

Voting method

S.254 Amdt.

Attendance at meeting

Be it enacted by the Lieutenant-Governor and

House of Assembly in Legislative Session convened, as follows:

CONDOMINIUM ACT, 2009

SNL2009 cC-29.1

as amended

1. The Condominium

Act, 2009 is amended by adding immediately after

section 19 the following:

Meeting by

electronic means

19.1

(1) A person entitled to attend a meeting of directors or members

under this Act may participate in the meeting by telephone, electronic

means or other method of communication that

permits all participants to communicate with each other during the meeting.

(2) Subsection (1) applies only where the

corporation approves and makes available the method of communication by which

the person is to attend the meeting.

(3) A person

participating in a meeting by telephone, electronic means or other method of

communication under subsection (1) is considered for the purposes of this Act to

be present at the meeting.

(4) A meeting held under

this Act may be held entirely by telephone, electronic means or other method

of communication that permits all participants

to communicate with each other during the meeting.

(5) A meeting held under subsection (4) shall be considered

to be held at the place where the registered office of the corporation is

located.

Section 21 of the Act is amended by adding

immediately after subsection (5) the following:

(6) A vote referred

to in this

section may be held entirely by telephone, electronic means

or other method of communication where

(

a) the corporation approves and makes available

the method of communication; and

(

b) the method of communication

(

i) enables the votes to be gathered in a manner

that permits their subsequent verification, and

(ii) permits the tallied votes to be presented to

the corporation without it being possible for the corporation to identify how

each member or group of members voted.

(7) A person

participating in a meeting of directors or members under this Act and entitled

to vote at that meeting may vote by telephone, electronic means or other

method of communication that the corporation has

made available for that purpose where that method of communication

(

a) enables the vote to be gathered in a manner

that permits its subsequent verification; and

(

b) permits the tallied vote to be presented to

the corporation without it being possible for the corporation to identify how the

person voted.

CO-OPERATIVES ACT

SNL1998 cC-35.1

as amended

3. (1) Subsection 48(1) of the Co-operatives Act is repealed and the

following substituted:

Conduct of

meetings

(1) A director may, with the

consent of the majority of directors , participate in a meeting of

directors or of a committee of directors by telephone, electronic means or

other method of communication that permits all participants to communicate with

each other during the meeting.

(2) Section 48 of the Act is amended by adding

immediately after subsection (1) the following:

(1.1) Subsection (1) applies only where the

co-operative approves and makes available the method of communication by which

the director is to attend the meeting.

(1.2) A director

participating in a meeting by telephone, electronic means or other method of

communication under subsection (1) is considered for the purposes of this Act

to be present at the meeting.

(1.3) The board of

directors may determine that a meeting of directors or of a committee of

directors shall be held entirely by telephone, electronic means or other

method of communication that permits all

participants to communicate with each other during the meeting.

(1.4) A meeting held under subsection (1.3) shall be

considered to be held at the place where the registered office of the

co-operative is located.

4. The Act is amended by adding immediately after

section 72 the following:

Meeting by

electronic means

72.1

(1) A person entitled to attend a meeting of members under

section 68, 69, 70, 71 or 72 may participate in the meeting by

telephone, electronic means or other method of communication that permits all participants to communicate with

each other during the meeting.

(2) Subsection (1) applies only where the co-operative

approves and makes available the method of communication by which the person is

to attend the meeting.

(3) A person

participating in a meeting by telephone, electronic means or other method of

communication under subsection (1) is considered for the purposes of this Act

to be present at the meeting.

(4) A meeting held under

this Act may be held entirely by telephone, electronic means or other method

of communication that permits all participants

to communicate with each other during the meeting.

(5) A meeting held under subsection (4) shall be considered

to be held at the place where the registered office of the co-operative is

located.

5. (1) Subsection 78(5) of the Act is repealed and

the following substituted:

(5) A member may not

vote by proxy.

(2) Subsection 78(6) of the Act is repealed.

Section 82 of the Act is amended by adding

immediately after subsection (4) the following:

(5) Notwithstanding

subsection (1), a vote referred to in subsection (1) may be held entirely by

telephone, electronic means or other method of communication where

(

a) the co-operative approves and makes available

the method of communication; and

(

b) the method of communication

(

i) enables the votes to be gathered in a manner

that permits their subsequent verification, and

(ii) permits the tallied votes to be presented to

the co-operative without it being possible for the co-operative to identify how

each member or group of members voted.

(6) A person

participating in a meeting of members under

section 68, 69, 70, 71 or 72 and

entitled to vote at that meeting may vote by telephone, electronic means

or other method of communication that the

co-operative has made available for that purpose where that method of

communication

(

a) enables the vote to be gathered in a manner

that permits its subsequent verification; and

(

b) permits the tallied vote to be presented to

the co-operative without it being possible for the co-operative to identify how

the person voted.

CORPORATIONS ACT

RSNL1990 cC-36

as amended

Section 188 of the Corporations Act is repealed and the following substituted:

Directors meeting

by electronic means

(1) Subject

to the by-laws, a director may, where all the directors of the corporation

consent, participate in a meeting of directors or of a committee of directors by

telephone, electronic means or other method of communication that permits all

participants to communicate with each other during the meeting.

(2) Subsection (1) applies only where the

corporation approves and makes available the method of communication by which

the director is to attend the meeting.

(3) A director

participating in a meeting by telephone, electronic means or other method of

communication under subsection (1) is considered for the purposes of this Act

to be present at the meeting.

(4) Subject to the by-laws, t he directors of a corporation may determine that a

meeting of directors or of a committee of directors shall be held entirely by

telephone, electronic means or other method of communication that permits all participants to communicate with

each other during the meeting.

(5) A meeting held under subsection (4) shall be considered

to be held at the place where the registered office of the corporation is

located.

8. The Act is amended by adding immediately after

section 217 the following:

Shareholders

meeting by electronic means

217.1

(1) Subject to the by-laws, a person entitled to attend a

meeting of shareholders may participate in the meeting by telephone, electronic

means or other method of communication that

permits all participants to communicate with each other during the meeting.

(2) Subsection (1) applies only where the

corporation approves and makes available the method of communication by which

the person is to attend the meeting.

(3) A person

participating in a meeting by telephone, electronic means or other method of

communication under subsection (1) is considered for the purposes of this Act

to be present at the meeting.

(4) Subject to the by-laws, w here the directors of a corporation call a meeting of

shareholders under this Act, those directors may determine that the meeting

shall be held entirely by telephone, electronic means or other method of

communication that permits all participants to

communicate with each other during the meeting.

(5) A meeting held under subsection (4) shall be considered

to be held at the place where the registered office of the corporation is

located.

Section 239 of the Act is amended by adding

immediately after subsection (2) the following:

(3) Notwithstanding

subsection (1), subject to the by-laws, a vote referred to in subsection

(1) may be held entirely by telephone, electronic means or other method of

communication where

(

a) the corporation approves and makes available

the method of communication; and

(

b) the method of communication

(

i) enables the votes to be gathered in a manner

that permits their subsequent verification, and

(ii) permits the tallied votes to be presented to

the corporation without it being possible for the corporation to identify how each

shareholder or group of shareholders voted.

(4) Subject to the

by-laws, a person participating in a meeting of shareholders under subsection

217.1(1) or (4) and entitled to vote at that meeting may vote by

telephone, electronic means or other method of communication that the corporation has made available for that

purpose where the method of communication

(

a) enables the vote to be gathered in a manner

that permits its subsequent verification; and

(

b) permits the tallied vote to be presented to

the corporation without it being possible for the corporation to identify how the

person voted.

10. Subsection 254(1) of the Act is repealed and

the following substituted:

Attendance at

meeting

(1) A

person who solicits a proxy and is appointed proxyholder shall

(

a) attend, or cause an

alternate proxyholder to attend, the meeting in respect of which the proxy is

given; and

(

b) comply with the

directions of the shareholder who appointed that person.

Queen's Printer