Part of a comprehensive analysis of the COVID-19 (Temporary Measures) Act 2020
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Ministerial Powers to Prescribe Alternative Meeting Arrangements under Section 27, COVID-19 (Temporary Measures) Act 2020
The COVID-19 pandemic necessitated swift legislative responses to ensure that essential meetings and decision-making processes across various entities could continue without compromising public health. Section 27 of the COVID-19 (Temporary Measures) Act 2020 empowers the Minister to prescribe alternative arrangements for meetings or classes of meetings that are otherwise mandated to be held with personal attendance under any written law or legal instrument. This provision is a critical legal mechanism designed to facilitate continuity of governance and administration while mitigating the risk of COVID-19 transmission.
Key Provisions and Their Purpose
Section 27(1) begins by recognizing that certain meetings are required by law or legal instruments to be held with personal attendance. However, in light of the pandemic, the Minister is empowered to intervene when it is "necessary or expedient" to convene, hold, or conduct such meetings in a manner different from that prescribed, specifically to limit or prevent the spread of COVID-19:
"Where personal attendance at any meeting or class of meetings is provided for in any written law or legal instrument and the Minister considers that it would be necessary or expedient for the meeting or class of meetings to be convened, held or conducted in a manner other than that provided for in the written law or legal instrument to limit or prevent the spread of COVID-19, the Minister may by order prescribe alternative arrangements for the meeting or class of meetings." — Section 27(1), COVID-19 (Temporary Measures) Act 2020
Verify Section 27 in source document →
This provision exists to provide flexibility and legal certainty during a public health crisis, ensuring that entities are not hindered by rigid procedural requirements that could endanger public health or disrupt essential functions.
Section 27(2) enumerates the alternative arrangements that the Minister may prescribe. These include, but are not limited to:
- Holding meetings wholly or partly by electronic communication, video conferencing, tele-conferencing, or other electronic means;
- Provision of notice periods for meetings;
- Reduction of quorum requirements to a specified number;
- Voting by electronic means or by proxy, including limitations on the number of proxies and qualifications for proxy appointments;
- Tabling and responding to questions via electronic or written means;
- Issuance of notices, proxies, appointment forms, circulars, and other documents by electronic means;
- Superseding previous meeting notices;
- Deferral of meetings;
- Any other measures deemed necessary or expedient by the Minister.
"The alternative arrangements that may be prescribed include provision for a meeting to be convened, held or conducted, whether wholly or partly, by electronic communication, video conferencing, tele‑conferencing or other electronic means; provision of a period of notice for a meeting; provision for the quorum for a meeting to be reduced to a specified number; provision for voting by electronic means at a meeting; provision for voting at a meeting to be made by proxy and for the number of proxies to be limited to a specified number; provision for the person who may be appointed as proxy for a meeting; provision for questions to be tabled at a meeting by any of the following means: in writing; by electronic communication, video conferencing, tele‑conferencing or other electronic means; provision for responses to questions ... to be communicated by electronic communication, video conferencing, tele‑conferencing or other electronic means; provision for notices for a meeting and proxies to be used at a meeting, appointment forms for proxies for a meeting, and circulars and other documents relating to a meeting, to be given or sent by electronic communication or other electronic means; provision for notices for a meeting to supersede any previous notice that may have been given; provision for a meeting to be deferred; and any other measures that the Minister considers necessary or expedient." — Section 27(2), COVID-19 (Temporary Measures) Act 2020
Verify Section 27 in source document →
The rationale behind these provisions is to modernize and adapt meeting procedures to the constraints imposed by the pandemic, leveraging technology to maintain governance processes while protecting public health. For example, allowing electronic voting and proxy voting ensures that decisions can be made even when physical attendance is impractical or unsafe.
Section 27(3) provides legal certainty by deeming any meeting convened, held, conducted, or deferred in accordance with the Minister’s prescribed alternative arrangements to satisfy the requirements under the relevant written law or legal instrument, notwithstanding any contrary provisions:
"A meeting convened, held, conducted or deferred in accordance with the alternative arrangements prescribed by an order ... is deemed to satisfy the requirements relating to the convening, holding, conduct or deferral of meetings under the relevant written law or legal instrument ... despite anything to the contrary in any law or legal instrument." — Section 27(3), COVID-19 (Temporary Measures) Act 2020
Verify Section 27 in source document →
This deeming provision is crucial as it protects the validity of meetings and decisions made under the alternative arrangements, preventing challenges based on non-compliance with original procedural requirements. It ensures that entities can rely on the Minister’s orders without fear of legal invalidation.
Definitions of "Legal Instrument" under Section 27(7)
Section 27(7) provides a comprehensive definition of "legal instrument" to clarify the scope of the Minister’s powers. It covers a wide range of constituting documents across different types of entities, including companies, variable capital companies, trusts, societies, co-operative societies, schools, mutual benefit organisations, town councils, trade unions, and other entities:
"In this section — 'legal instrument' means — (a) in the case of a company incorporated under the Companies Act — the constitution of the company; (b) in the case of a variable capital company incorporated under the Variable Capital Companies Act 2018 — the constitution of the variable capital company; (c) in the case of a trust (including a business trust as defined in section 2 of the Business Trusts Act) — the trust deed of the trust; (d) in the case of a society registered under the Societies Act (Cap. 311) — the rules of the society; (e) in the case of a co‑operative society registered under the Co‑operative Societies Act (Cap. 62) — the by‑laws of the co‑operative society; (f) in the case of a school to which the Education Act (Cap. 87) applies — the constitution, written scheme or deed of trust in accordance with which the school is managed; (g) in the case of a mutual benefit organisation registered under the Mutual Benefit Organisations Act (Cap. 191) — the rules of the mutual benefit organisation; (h) in the case of a Town Council established under the Town Councils Act (Cap. 329A) — the standing orders of the Town Council; (i) in the case of a trade union registered under the Trade Unions Act (Cap. 333) — the rules of the registered trade union; (j) in the case of a society or unincorporated association not mentioned in paragraphs (a) to (i) — the rules of the society or unincorporated association; (k) in the case of an entity not mentioned in paragraphs (a) to (i) — the entity’s constituting document, however called, and the entity’s governing rules and regulations, where applicable; and (l) any other legal instrument as may be prescribed, and includes a class of such legal instruments." — Section 27(7), COVID-19 (Temporary Measures) Act 2020
This detailed definition ensures that the Minister’s powers apply broadly and inclusively, covering virtually all entities that hold meetings governed by statutory or constitutional documents. The provision anticipates the diversity of organisational structures and legal frameworks in Singapore.
Absence of Penalties for Non-Compliance in Section 27
Notably, Section 27 does not specify any penalties for non-compliance with the alternative arrangements prescribed by the Minister. This absence suggests that the provision’s primary function is to enable flexibility and legal validity rather than to impose punitive measures. Enforcement and compliance may be governed by the underlying written laws or legal instruments applicable to the respective entities.
Cross-References to Other Legislation
Section 27(7) cross-references several key statutes to define the scope of "legal instrument," including:
- Companies Act
- Variable Capital Companies Act 2018
- Business Trusts Act
- Societies Act (Cap. 311)
- Co-operative Societies Act (Cap. 62)
- Education Act (Cap. 87)
- Mutual Benefit Organisations Act (Cap. 191)
- Town Councils Act (Cap. 329A)
- Trade Unions Act (Cap. 333)
These cross-references ensure that the Minister’s powers are harmonized with existing legislative frameworks governing various entities, thereby facilitating a coherent legal approach to meeting arrangements during the pandemic.
Conclusion
Section 27 of the COVID-19 (Temporary Measures) Act 2020 is a pivotal provision that empowers the Minister to prescribe alternative arrangements for meetings traditionally requiring personal attendance. This flexibility is essential to uphold public health measures while ensuring that entities can continue to function effectively. By allowing electronic meetings, proxy voting, and other modern arrangements, the provision modernizes governance practices in response to unprecedented challenges. The deeming clause further provides legal certainty, protecting the validity of meetings conducted under these alternative arrangements.
Sections Covered in This Analysis
- Section 27(1) – Minister’s power to prescribe alternative meeting arrangements
- Section 27(2) – Types of alternative arrangements permissible
- Section 27(3) – Deeming provision for validity of meetings under alternative arrangements
- Section 27(7) – Definition of "legal instrument"
Source Documents
For the authoritative text, consult SSO.