Less Red Tape, Stronger Economy Act, 2023, S.O. 2023, c. 9 - Bill 91

• Jurisdiction: Ontario
• Bill Number: 91
• Date: 08 June 2023

EXPLANATORY NOTE

This Explanatory Note was written as a reader’s aid to Bill 91 and does not form part of the law. Bill 91 has been enacted as Chapter 9 of the Statutes of Ontario, 2023.

SCHEDULE 1
ART GALLERY OF ONTARIO ACT

The Schedule amends the Art Gallery of Ontario Act. References to the Minister of Culture and Communications are removed and the word “Minister” is now defined as the Minister of Tourism, Culture and Sport or such other member of the Executive Council as may be assigned the administration of the Act under the Executive Council Act.

Subsection 4 (2) is amended so that trustees appointed under clause 4 (1) (d) no longer serve for a term of three years or until a successor is appointed, but instead at pleasure for a term of up to three years. Subsection 4 (5) is amended to remove the requirement that trustees appointed under clause 4 (1) (d) not be eligible for reappointment on the expiration of their second consecutive term until at least one year has elapsed from the expiration of the term.

The Schedule adds section 19 to the Act. Section 19 provides that no cause of action arises, and no proceeding may be instituted, against trustees of the Gallery in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 2
ARTS COUNCIL ACT

The Schedule amends the Arts Council Act. Rather than a chair, vice-chair and 10 other members serving for a term of three years, the Council now consists of a chair, vice-chair and up to 10 other members serving at pleasure for up to three years.

The Schedule adds section 11.1 to the Act. Section 11.1 provides that no cause of action arises, and no proceeding may be instituted, against members of the Council in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 3
BUILDING BROADBAND FASTER ACT, 2021

The Building Broadband Faster Act, 2021 is amended to permit the Minister to make regulations restricting what a municipality may treat as a condition of a consent, permit or other approval or as a material deficiency or material issue for the purposes of section 10.1 of the Act.

The Act is also amended to permit the making of regulations changing the area within which a request for data access can be made from being within 10 metres of a designated broadband project to being within a prescribed area.

In addition, the definition of “proponent” in the Act is amended to clarify that it applies to broadband projects.

SCHEDULE 4
BUSINESS CORPORATIONS ACT

The Schedule amends the Business Corporations Act. Here are some highlights:

1. Currently, various provisions of the Act enable persons or entities to inspect or examine specified records and, in some cases, to make copies or to make or take extracts. Amendments are made to permit the inspection or examination of the records remotely at any time by means of any technology and to permit the making of copies or making or taking of extracts by such means. (See subsections 5 (2.1.1) and (2.1.2), 100 (5), 144 (1.1), 145 (1.1) to (1.4) and 157 (3) and (4) of the Act).

2. Amendments are made to provide that meetings of shareholders or of directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. The articles or by-laws may limit the manner or manners by which such meetings may be held and may specify requirements that apply. A shareholders’ meeting held in such a manner must enable all persons entitled to attend the meeting to reasonably participate. A directors’ meeting held in such a manner must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. (See subsections 94 (2) to (5) and 126 (13) to (17) of the Act).

3. Amendments are made to provide that a notice of a meeting of shareholders or of directors is not required to specify a place of the meeting if it is to be held entirely by one or more telephonic or electronic means. (See subsections 96 (1.1) and 126 (9.1) of the Act).

4. Amendments are made to provide that if a person may attend a meeting of shareholders or of directors by telephonic or electronic means, the notice must include instructions for attending and participating and, if applicable, voting by such means. (See subsections 96 (1.2), 117 (5) and 126 (9.2) of the Act).

5. Amendments are made to provide what must be announced at a meeting of shareholders that is adjourned for an aggregate of less than 30 days, if notice is not otherwise given. Amendments are also made to provide what must be announced at a meeting of directors that is adjourned, if notice is not otherwise given. (See subsections 96 (3) and 126 (11) of the Act).

6. Amendments are made to provide that, unless the by-laws expressly provide otherwise, a vote at a meeting of shareholders may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. (See subsection 103 (2.1) of the Act).

7. An amendment is made to provide that where a record is required under the Act to be kept by a corporation, it may be kept in any form. The provision providing for the admissibility of records in evidence is also amended. (See subsections 139 (1) and (3) of the Act).

8. The Act currently provides that the auditor of a corporation is entitled to attend and be heard at meetings of the board of directors on matters relating to the auditor’s duties. Amendments are made to provide that the auditor is also entitled to notice of such meetings. (See subsection 158 (5) of the Act).

9. The Minister is authorized to make regulations governing the inspection and examination of specified records and governing transitional matters. (See subsection 271.1 (1) of the Act).

10. Currently, Part XIX (Special Rules During Emergency) of the Act provides that certain provisions of the Act are temporarily suspended and that replacement provisions, set out in the Schedule to the Act, apply during the temporary suspension period. Part XIX and the Schedule are repealed. The regulation extending the temporary suspension period is also revoked.

11. Other technical amendments are made.

All of the above amendments come into force on October 1, 2023.

SCHEDULE 5
CANNABIS LICENCE ACT, 2018

The Schedule re-enacts section 17 of the Cannabis Licence Act, 2018 to provide that a retail operator licence, cannabis retail manager licence or retail store authorization may be transferred between persons if the regulations permit such a transfer. The regulations may also specify requirements that must be met before the Registrar could approve a permitted transfer. Consequential amendments are made to the regulation-making authority in section 49.

Section 49 is also amended to add a power to make regulations authorizing and governing the sale, purchase or transfer of cannabis between holders of a retail store authorization in the prescribed circumstances.

SCHEDULE 6
CENTENNIAL CENTRE OF SCIENCE AND TECHNOLOGY ACT

The Schedule amends the Centennial Centre of Science and Technology Act by adding section 10. Section 10 provides that no cause of action arises, and no proceeding may be instituted, against trustees of the Centre in relation to any act done in good faith in the performance or intended performance of their duties or any alleged neglect or default in the performance in good faith of their duties.

SCHEDULE 7
CONDOMINIUM ACT, 1998

The Schedule amends the Condominium Act, 1998. Here are some highlights:

1. Currently, “telephonic or electronic means” is defined for the purposes of subsection 52 (1) of the Act. The definition is amended and moved to subsection 1 (1) so that it applies for the purposes of the entire Act.

2. Amendments are made to the provision setting out the content requirements with respect to a notice of a meeting of directors. (See subsection 35 (3) of the Act).

3. Amendments are made to provide that meetings of directors or of owners may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. The by-laws may limit the manner or manners by which such meetings may be held and may specify requirements that apply. A directors’ meeting held in such a manner must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. An owner’s meeting held in such a manner must enable all persons entitled to attend the meeting to reasonably participate. (See subsections 35 (5) to (8) and 45 (6) to (9) of the Act).

4. An amendment is made to require a corporation’s record of owners and mortgagees to also include any prescribed information. (See subsection 46.1 (3) of the Act).

5. Amendments are made to provisions concerning the sending of notices to owners and mortgagees by electronic communication. Provision is also made to authorize certain by-laws with respect to sending notices by that method. (See subsections 47 (4) to (6) of the Act).

6. Amendments are made to provide that a notice of a meeting of owners is not required to specify a place of the meeting if it is to be held entirely by one or more telephonic or electronic means. (See subsection 47 (7.1) of the Act).

7. Amendments are made to provide that, at a meeting of owners, a vote by a show of hands or by a recorded vote may be conducted entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. The by-laws may limit the method or methods by which such a vote may be conducted...