Electronic Board and Member Meetings
This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about electronic board and member meetings. Electronic meetings are held online or by phone, or they can be hybrid. Hybrid means that people can join the meeting in person and by a second method including online or by phone.
If you incorporated before October 19, 2021, your bylaws or articles may not comply with the rules explained below. You have until October 18, 2024, to review, update, and file your bylaws or articles with the Ontario government. Until then, the rules in your documents continue to be valid. This is true as long they were valid before the ONCA took effect.
Electronic Meetings
You can now hold meetings online or by phone, or hold hybrid meetings, unless your bylaws or articles say you cannot.
For electronic meetings to be valid, everyone attending the meeting must have some method to communicate with each other, for example, by speaking and listening to what’s being said, or live chat with each other during the meeting.
If you plan to have an electronic meeting, your notice of the meeting must let members know how to:
- join and take part
- vote, if there will be a vote at the meeting.
If members need to vote electronically, you must make sure that only members who have the right to vote, can vote at the meeting. You also must make sure that their vote is secure and secret, if your articles or bylaws ask for this.
If you’re having an electronic meeting, ONCA says the technology you use must allow everyone attending the meeting to communicate with each other during the meeting.
Under s.34(6) of ONCA, everyone attending the meeting must be able to communicate with each other right away.
Email does not allow people to do this.
• passing a resolution at an in-person or electronic meeting, or
• signing a written resolution.
A written resolution is valid only if all those entitled to vote on the resolution sign it. A written resolution would therefore require the signatures of all directors who would have been able to vote at a board meeting for a board resolution or all members who would have been able to vote at a members’ meeting for a members’ resolution.
And when the resolution is attached to an email, the resolution must still be signed physically or electronically by all directors or members for it to be legally valid.
Reviewed: 2024-07-03