As blogged earlier, Ontario has passed an Order in Council suspending the requirement to hold condo AGMs and permitting e-voting and e-meetings. That was welcomed news! But there appears to be some confusion as to what this Order in Council applies to. Not all meetings of owners have been suspended.
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Meetings which have been suspended
The suspension only applies to certain AGMs. Indeed, section 3 of the Order in council only amend section 45(2) of the Condo Act. This section only applies to AGMs.
More importantly, the suspension only applies to AGMs which were required to be held either:
- During the declared emergency (from March 17 until whenever it ends); or
- In the first 30 days following the end of the declared emergency. We don’t yet know when it’ll end.
How much time do I have to hold my AGM?
All AGMs required to be held during the period of the declared emergency will benefit from a 90-day extension, following the end of the declared emergency.
All AGMs required to be held in the first 30 days following the end of the declared emergency will benefit from a 120-day extension.
Let’s use some examples to illustrate this. Let’s assume that the declared emergency ends on May 15 (I just won’t tell you which year though!).
- If your AGM was required to be held by April 30, you will have until August 13 to hold it;
- If your AGM was required to be held by May 31 (the first 30 days), you will have until September 28 to hold your AGM.
Meetings which have not been suspended
Since the suspension only applies to certain AGMs, this means that the following meetings of owners have not been suspended and must be held within the prescribed time:
- All AGMs who were already late when the emergency was declared (so, those due before March 17) must be held ASAP.
- All Turn-over meetings must be called within 21 days after the declarant ceases to be the owner of the majority of units.
- All requisitioned meetings must be held within 35 days following the receipt of the requisition.
E-meetings and E-voting
The provisions allowing for electronic voting and electronic meetings apply to all meetings of owners.
To call or not to call your AGM?
So, for AGMs, you can either hold them now virtually or wait until the end of the declared emergency and hold them in-person. There is no one-answer-fits-all to the question of which is the best option. Many considerations go into the equation:
- Electronic meetings may not work best for all meetings / corporations.
- The demographics of the corporation may be relevant
- The usual dynamics at your AGMs
- Whether there are difficult or contentious issues to be discussed
- Will your manager/auditor/lawyer be available in the first 90 days following the end of the pandemic? We hear they’ll be quite busy!
- When will the pandemic end?! How long are you able to delay this for?
- When it does end, will it be advisable to stack your owners in a meeting room, shoulder to shoulder?
- Will owners want to be stacked up in a room, shoulder to shoulder?
When all is said and done, each corporation will know what’s best for them. I would tend to think that, if you can adequately call and hold a productive virtual meeting, there is no reason to delay it.
Holding a virtual AGM can be tricky
Holding a virtual AGM (especially for the first time) can be tricky. You will need to turn your mind to:
- Whether the business to be conducted at your meeting is compatible with virtual meetings;
- How to conduct and validate registration;
- How to validate quorum. Do you count:
- Those who sign in?
- Those who voted in advance?
- Those who submitted a proxy?
How do you ensure you don’t double count these?
- How to conduct the required votes:
- By show of hands?
- By proxy (online or on paper)?
- By electronic vote?
- By polls?
- Are you able to preserve the required records?
If you are going to call and hold your AGM, you want to use a secure and robust platform which will ensure:
- Full and real owner participation
- Integrity of the electoral process
- Proper record keeping
Let us help you ensure that your AGM is secured, legitimate, transparent and in full compliance with the Condo Act.