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Ontario Postpones AGMs & Allows E-Meetings / E-voting and Electronic Communications to Owners

On Friday evening, Ontario issued an Order in Council temporarily amending the Condominium Act to facilitate ongoing condo governance, amid the Covid-19 crisis. The changes being implemented immediately (and retroactively) are broad and have a significant impact on how condos will conduct business during this period of emergency.  We’re summarizing these changes below.

Join us on our weekly webinar (Wednesday April 29 @ 5pm) to learn more about this. More info and registration form here.

AGMs are postponed

All AGMs, which would otherwise have had to been held during the period of declared emergency can (but don’t necessarily have to) be postponed:

  • Condos will now have an additional 90 days after the end of the period of emergency to hold their AGMs;
  • As for the AGMs who would have otherwise been required within 30 days following the end of the emergency period,  these will benefit from a 120 days extension.

Not to be overly technical here, but this extension of time is only there to assist those corporations whose required AGMs were affected by the pandemic (for instance, all of those whose year-end fell after September 17).  This extension does not protect or forgive condos who were already late in holding their AGM when the pandemic hit.

No new notice is required

Condos will not have to send a new general notice of meeting if the AGM has been postponed as a result of the declared emergency (or if the AGM is now being held electronically – more on this further below).  All that will be required is for owners to be informed of the change in a manner and within a time that is reasonable in the circumstances.  This most likely means that an email to the owners is sufficient.  (See further below on email communications).

Electronic AGMs

For the duration of the declared emergency, any meeting of owners (including AGMs, turn-over meetings and requisitioned meetings) can be held electronically, regardless of whether the corporation has a by-law permitting it. An owner who logs in or who votes electronically at such a meeting will be deemed to be present. (See further below on electronic voting).

Electronic voting

For the duration of the declared emergency, owners will be able to vote electronically, regardless of whether the corporation has a by-law permitting it.  This is in addition to all other traditional forms of voting (by show of hand, personally or by proxies).

Notifications to owners can be done electronically

For the duration of the declared emergency, all notices to be sent to owners with respect to meetings can be sent electronically, regardless of whether the owner has authorized electronic communications from the corporation.

Also, any material required to be put before a meeting of owners will be able to be placed by electronic means.

These communications will be allowed by fax, email or computer to computer network exchange (which we understand to mean that you’ll be able to post some of these on a web portal or website).

Board meetings

For the duration of the declared emergency, regardless of what by-laws are in place, a meeting of directors can now be called by email and can be held by teleconference or any other form of telecommunications.  The consent of all directors for remote meetings to take place is no longer required.

When are these changes in effect?

This Order in council is retroactive to March 17, 2020 and will remain in effect for the duration of the declared emergency. For now, the declared emergency is in place until May 6, 2020.  It may be extended.

Our recommendation

While electronic meetings are a welcomed solution, they may not always be suitable for complicated or contentious meetings. It will take a while for corporations and owners to get use to holding these meetings by webinars. Many safeguards must be implemented in the process and format of these meetings to allow for:

  • Full owner participation
  • Transparency
  • Accountability, and
  • Proper record keeping

All of this will come as e-meeting providers improve their platforms and as corporations/owners get use to conducting meetings that way.

Keep in mind as well that not all owners are able (or willing) to participate in e-meetings.

Still, e-meetings (and certainly e-voting) will help with the immediately required meetings and will facilitate things in the long-run.

Certainly, in our view, this order in council provides a golden opportunity to adopt e-meeting and e-voting by-laws. You can now do it in the context of a virtual meeting (including with e-voting or by proxy).  This could be a simple, non-contentious, one-item agenda meeting.  You’ll then have the tools in place to hold electronic meetings for the duration of the pandemic and for after it ends.

You can read more on our e-meeting and e-voting by-law by clicking here.

You can read the order in council here.

Join us on our weekly webinar (Wednesday April 29 @ 5pm) to learn more about this. More info and registration form here.

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Updated on April 27, 2020