Virtual meeting

How BC law treats it

For BC companies, the Business Corporations Act, SBC 2002, c 57 (BCBCA) and the company's articles control meetings. Under s. 174, shareholders and proxy holders may participate in a meeting by telephone or other communications medium if all of those attending are able to participate, unless the memorandum or articles say otherwise. Under s. 140, directors have a similar right for board meetings. A person who participates this way is treated as present for quorum and voting. Amendments made in 2021 confirmed that a BC company may hold a shareholders meeting entirely by electronic means, not only with some people dialling in. The usual requirement to hold general meetings in BC (s. 166) does not apply to a fully electronic meeting, and the company must permit and facilitate electronic participation (s. 174). A company's articles can restrict electronic meetings, so the company should check its articles and alter them by the required resolution if needed before calling a fully virtual meeting. The usual rules still apply. Notice must be given within the required time and, under s. 169, must explain how to attend and participate electronically and how to vote. Quorum must be present. Voting must allow the chair to identify who is voting and count votes accurately, whether by show of hands on video, online poll or proxy. Minutes should record who attended, how they participated and the results. Directors and shareholders can also avoid a meeting by passing consent resolutions in writing, which the BCBCA allows to be signed electronically. Societies follow parallel rules in the Societies Act, SBC 2015, c 18 and their bylaws.

What it means for your business

Virtual meetings save time and travel for companies with dispersed shareholders or investors. Getting the procedure wrong, though, can expose a resolution to challenge, especially in a shareholder dispute where a dissident claims they could not hear, speak or vote. Checking the articles, sending a clear notice with access instructions, testing the platform and keeping accurate minutes are cheap protections. For routine matters, a written consent resolution is often simpler. Example: A Victoria holding company with shareholders in three countries holds its annual general meeting on a video platform. The notice explains how to log in, ask questions and vote, and the chair confirms quorum by roll call before voting on each resolution.

Risks and common mistakes

Holding a fully virtual meeting without checking whether the articles restrict electronic meetings. Sending a notice that gives no instructions on how to join, speak or vote electronically. Using a platform where some participants can listen but cannot be heard, so not all can participate. Failing to record in the minutes who attended and how votes were counted. Calling a meeting for a decision that could have been made by consent resolution in writing.