Remote Meetings are authorized in the Province of Buenos Aires

In the context of the current health crisis, the PRC issued Provision No. 30/2020 (the “Provision”), which came into force on October 2 and authorizes the acknowledgement or registration of remote meetings by corporate administration and government bodies. This includes meetings held remotely on computers or other digital media or platforms while the measures restricting gatherings under Executive Decree No. 297/2020 is in force due to the pandemic (including its future extensions).

This applies to all legal entities under the jurisdiction of the Province of Buenos Aires, except in connection with those resolutions that cannot be implemented remotely by statute or applicable regulations.

The Provision establishes that, to duly register their resolutions, entities must attest before the PRC that certain requirements were fulfilled:

 

Call for remote meeting

In the call for the meeting, entities must:

• Indicate which digital platform will be used at the meeting. That platform must allow for the simultaneous transmission of audio and video among its participants and ensure free access to those entitled to participate in the meeting.

 

• Comprehensively describe how individuals who are entitled to participate in the meeting can do so.

 

• Appoint an administrator who will operate the platform. If none is appointed, it is presumed that entity’s legal representative will operate it.

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• Establish a period of no less than 5 days for members to object to the remote meeting. If no period is specified, it will be understood that participants have until the day before the meeting to raise objections. If no objections are expressly raised, participants will be deemed to have given tacit consent to the remote meeting.

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• Set up a special electronic address where participants may submit their objections or assent and any other previous communication regarding the meeting.

 

Entities who have established that, for the purpose of calling meetings, notices must be served solely at the corporate address will now have to instead publish a notice for 1 day in a widely circulated newspaper in the area of the corporate address or send a personal communication to each participant.

 

Respect for the fundamental rights of participants

Entities must attest that throughout the entire meeting process, participants’ rights to information, to participation and debate, and to vote were ensured, as required under applicable contractual provisions or the entity’s by-laws. To that effect, they must:

• Attest that all documentation to be discussed at the meeting was made available to the participants with due anticipation, without requiring that special conditions be met, other than providing evidence of their capacity as shareholder, partner or member.

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• Attest that every individual who decided to participate had the chance to connect to the meeting platform, leaving express record in the minutes of the individuals that asked to speak and were given the floor.

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• Leave on record in the minutes the number of votes that were casted for each item, recording yeas, nays, and abstentions.

 

Meeting quorum

The Provision stipulates that entities must attest the meeting quorum in accordance with the regulations applicable to the type of entity. It also sets that, if compliance is not possible, this requirement may be replaced by an affidavit containing that information, signed by the entity’s legal representative, and explaining why compliance was not possible.

 

 Items to be expressly included on the Agenda

The Provision states that the following items have to be incorporated into the Agenda and should be expressly discussed:

• Call for the remote meeting, assent, and objections.

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• Consideration of the meeting quorum.

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• Description of the digital means or platform used to hold the meeting and record keeping conditions.

 

Meeting recording

Remote meetings must be recorded in full, including simultaneous audio and image, on a digital format that allows its subsequent reproduction at the sole request of any pertinent party. The Provision states that anyone who was entitled to participate at the meeting and the competent judicial or administrative authorities have standing to request a copy of the digital recording.

The administrative body will be responsible for the safekeeping and custody of the recording for at least 5 years after the meeting and must guarantee its free and correct reproduction.

 

Signing the minutes

Consistently with article 158 of the Argentine Civil and Commercial Code, the Provision requires that minutes be signed by at least the President and one more director, except when there is a sole director, in which case that director’s signature will suffice.