Published November 9, 2021
Since the onset of COVID-19 in March 2020, we have all shifted to a new virtual reality. When we posted our initial blog about hosting your AGM amidst COVID-19 and when we acquired a subscription to the Simply Voting platform to support sport organizations, the rationale was that this virtual reality would be somewhat temporary. 17 months later, that reality has shifted. Sport Law has supported more than 140 sport organizations in hosting their online member meetings and there are many more to come. In June of 2020, I shared some of the initial learnings and highlights from our Virtual Meeting Roadshow. Along the way, we’ve made some new fans of parliamentary procedure who have asked us to share more.
This blog, which is Part 2 of our ongoing virtual meeting journey, will serve three purposes: to share a few more interesting moments from the Roadshow, to highlight additional learnings, and to share an update on current government provisions for electronic meetings. At the conclusion of this blog, I shared a temporary link to our ‘AGMs 2022’ survey which we asked all our current meeting partners (and any other interested parties) to complete (finished in January 2022).
Interesting Moments
Additional interesting moments from the Virtual Meeting Roadshow have included:
- Multiple instances of the chair not following the prepared script or suggested procedure, thereby creating a domino effect of procedural mistakes that resulted in additional unnecessary motions and wasted time (and a lot of added stress)
- A failure to advise participants that the meeting was being recorded, leading to post-meeting complaints (Zoom has since helped to mitigate this issue by creating a push-button acknowledgement for all participants, but notifying the members of the meeting recording is still imperative)
- Questions by the organization prior to the meeting as to how a valid member could be excluded from attending or speaking during a meeting (not permitted)
- Voting members raising their virtual hand either very late (i.e., after the chair paused significantly to allow for raised hands) or during the actual collection of the vote, with the expectation that they be allowed to debate (this is not permitted once the vote is called)
- A request to end vote collection early and ‘wrap it up’ without all of the votes collected
- Challenges to the voting list, either on the basis of the impact of COVID-19 on membership (i.e., fewer members resulting in fewer weighted votes) or because of a belief that the organization had provided us with an incorrect list
Additional Learnings
In our previous blogs, we’ve outlined the value of having a Parliamentarian support your meetings (whether online or in-person), our Process Guide and the use of a properly prepared meeting script, and the use of our Simply Voting subscription to provide your members with a credible voting process. Here are some additional key learnings and tips for your future meetings:
- Assign a dedicated meeting secretary and complete your meeting minutes within 24 hours of your meeting. In a virtual setting, the individual who is recording the minutes is also often the same person who is tracking and admitting attendees, monitoring the chat box, and helping members to troubleshoot the technology, meaning that they are not fully committed to the recording of the minutes. We often receive communications after the meeting from the staff/board asking for clarity on procedural motions or matters that should have been recorded by the meeting secretary (i.e., Who moved the motion? Do you know if this person attended?). A common error is also to wait too long to write out the meeting minutes when all memory of the meeting is lost (including the Zoom recording which is only temporarily stored).
- Establish a proactive, well-communicated registration process. This is particularly useful for virtual meetings where a pre-AGM test voting event is commonly issued to the voting members/delegates to familiarize them with the platform and mitigate issues, and to help finalize the voting list at the beginning of the meeting. Failure to finalize the voting list results in potential accuracy issues and results in a significant amount of wasted time during the meeting.
- Voting needs to be accurate, verifiable, and where required anonymous. Though each governing federal, provincial, or territorial Act may be slightly different in its language on voting, the key requirements for a valid voting process are these three factors. In a virtual setting, this requires additional consideration and planning.
- Be sure to maintain member rights. The virtual setting has helped to remind us of a member’s key rights: to attend, to be recognized, to speak (when appropriate), and to vote. Unfortunately, we have witnessed instances where these rights have been intentionally or unintentionally compromised either through limiting technology, lack of preparation, or poor chairmanship. When hosting your virtual meeting, you must strike a balance between using the right technology (for proper engagement and accurate voting), how controlling you are (treating members equally and not impeding their basic rights) and maintaining order (minimizing disruptive behaviour and inefficiencies). A Parliamentarian is particularly useful in helping you to find that healthy balance!
What has been particularly beneficial about the past 17 months is that it has forced many organizations to reconsider HOW they can host their meetings more effectively and it has enhanced our overall understanding of parliamentary procedure. Yes, it is true that some organizations have found that virtual member meetings are not their cup of tea and that’s ok. More often though, sport organizations are now taking advantage of their virtual options and it has been fascinating to watch the shift from surviving to thriving at their AGMs. They have created added cost savings, efficiencies, and member engagement, and will continue to host their meetings virtually moving forward.
Government Provisions for Electronic Meetings (F/P/T)
Since last year, governments have provided extended flexibility for virtual corporate meetings via regulatory amendments to their Acts. Many of those amendments have been repeatedly extended due to the ongoing pandemic or, in some cases, made permanent. Based on our industry research, here’s an updated pulse-check on virtual meeting options across our federal, provincial, and territorial (F/P/T) government Acts that are applicable to sport organizations:
Please note that the updates below are based on the indicated status at the time of writing this blog and are subject to change. We recommend that you confirm your F/P/T meeting provisions directly through your government publications and representatives.
It is also important to note that delaying your meetings (due to the pandemic) beyond the legally required hosting timelines is no longer optional.
- Federal: The regularly rules for meeting electronically, per the Canada Not-for-profit Corporations Act, remain intact. If your bylaws do not expressly permit virtual meetings, you can consider a partially virtual meeting which consists of some attending in person and some participating electronically.
- Alberta: Bill 53, the ‘Service Alberta Statutes (Virtual Meetings) Amendment Act’ allows corporations to meet and vote online even if their bylaws prohibit it. Bill 53 came into effect permanently in March 2021 and automatically amends the Societies Act.
- British Columbia: In May 2021 the temporary amendments to the Societies Act (Ministerial Order No. M116) were made permanent, allowing societies to host virtual or hybrid meetings, even if their bylaws state otherwise.
- Manitoba: The ‘Temporary Suspension of Corporate Meeting Procedures’ that permits electronic meetings, even if their bylaws state otherwise, has been extended until March 31, 2022.
- New Brunswick: New Brunswick has no pandemic-related amendments or directives to the Companies Act that speak to virtual meeting flexibility.
- Newfoundland & Labrador: Permanent changes were made to the Corporations Act (and others) in November 2020, permitting electronic meetings subject to the corporation’s bylaws.
- Nova Scotia: The ‘Ministerial Direction’ under the Emergency Management Act that permits virtual and hybrid meetings, regardless of bylaw provision, is currently in place until November 14, 2021, and has historically been renewed every two weeks.
- Northwest Territories: The Northwest Territories has no pandemic-related amendments or directives to the Societies Act that speak to virtual meeting flexibility.
- Nunavut: Nunavut has no pandemic-related amendments or directives to the Societies Act that speak to virtual meeting flexibility.
- Ontario: The ‘Special Rules During Emergency’ amendment that permits electronic meetings, even if a corporation’s bylaws state otherwise, has been extended until September 30, 2022. This applies to the newly enacted Ontario Not-for-Profit Corporations Act as well as the existing Corporations Act.
- Quebec: Order #2020-029 that permitted remote meetings was reapplied in March 2021 but was only extended to April 30, 2021. It is unclear whether this provision to the Companies Act, or any other applicable provision, is currently in place.
- Prince Edward Island (PEI): PEI has no pandemic-related amendments or directives to the Companies Act that speak to virtual meeting flexibility.
- Saskatchewan: In May 2020 the government amended the NFP Act, allowing organizations to hold meetings electronically, but only on the provision that the bylaws don’t prohibit it. This appears to be a permanent amendment although it is unclear.
- Yukon: The ‘Ministerial Order’ that permits virtual meetings, regardless of bylaws, is currently in place until November 25, 2021, and it is unclear as to whether it will be renewed.
Sport Law Survey – AGMs 2022
We launched a short survey to identify which organizations intend to continue hosting their AGMs (or SGMs) virtually in 2022 and whether they require the support of a Parliamentarian so that we can plan accordingly. The results were compiled in January of 2022.
If you are interested in learning more about our virtual meeting support services, please contact Jason at jer@sportlaw.ca
