If passed, Bill 218, Burden Reduction Act, 2016 (the
Bill) will make some small but welcome changes to
corporate governance requirements for companies incorporated in
Ontario. The Bill passed first reading in the Ontario legislature
on June 8, 2016 and still has some steps to go before becoming law.
However, it is hoped that the Bill will be passed during the
legislative session which began earlier this month.
Currently, the Business Corporations Act (Ontario) (the
OBCA) requires board meetings to be held at a
corporation's registered office. In the alternative, and only
if allowed by a corporation's by-laws, a board meeting can be
held at another location, provided that the majority of board
meetings are held within Canada. The Bill repeals these rules and
replaces them with a provision which, subject to a
corporation's articles and by-laws, removes restrictions on the
locations where a board meeting may take place.
As well, the Bill removes the requirement for two-fifths of
directors to be present at board meetings. Subject to a
corporation's own articles and by-laws, the board meeting
quorum requirement will be satisfied so long as a majority of
directors are present or the minimum number of directors required
by the corporation's articles is present.
Shareholder Meetings and Addresses
The quorum requirement for shareholders' meetings is also
clarified by the Bill. The Bill states that a quorum for
shareholder meetings is met so long as a majority of shares
entitled to vote at the meeting are present in person or by proxy
(and irrespective of the number of persons actually present at the
Finally, the Bill also amends the OBCA by requiring a
corporation to include e-mail addresses in share registers if the
corporation is provided with a shareholder e-mail address.
Further details about the Bill's legislative progress found
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