If Bill 106 is adopted as drafted, Corporations would be required to undertake specific, time sensitive milestones, and can rely on changes to help complete their AGMs, a task that has been difficult for some Corporations in meeting quorum.
There is specific language in Bill 106 which speaks to providing its owners with an advanced notice of Annual General Meeting (AGM). This advance notice would have to be sent out 35 days before the AGM. The advance notice would be followed by the “regular” 15-day notice.
The new act proposes to fix the perceived problem that some owners felt that they were not given an opportunity to put their name forward for election in time to have their name included in the AGM package and on the proxies. This, some felt, gave an unfair advantage to current board members as they could either put their name on the ballot or put the name of directors they supported. The concept of the advance notice is not new. In fact, many corporations already provide their owners with such advance notices, allowing all owners the chance to put their names in the hat at the same time.
The new act proposes important changes to the level of quorum required at AGMs. The standard quorum required for an AGM to proceed will be fixed at 25% of the owners. However, in the event quorum has not been reached on the first two attempts at holding the AGM, quorum would then be reduced to 15% on the third and on any subsequent attempts. While this quorum seems low, keep in mind that, under the present legislation, 15% of the owners are already sufficient to requisition a meeting of the owners. This reduced quorum would allow for corporations to hold their AGM even though they are unable to achieve a 25% quorum.
Bill 106 would also allow for electronic or telephonic voting at owners meetings. Such voting could be made with the assistance of technological means such as telephone calls, emails, faxes, automated touch-tone systems or computer systems.
The introduction of this kind of technology will also facilitate the holding of board meetings, allowing them to proceed by way of teleconferences (even without a by-law, as is presently required under the existing act) provided that all directors consent.