Just as we were getting “comfortable” with the current state of affairs, Ontario has shaken things up again with the adoption and proclamation of Bill 195. This has officially brought the declared emergency to an end and has started the countdown towards all postponed AGMs. It also means that condos have a limited period of time to pass their electronic by-law if they want to keep holding virtual AGMs and keep voting electronically.
If you want to skip to the “good stuff”, click here for an easy-to-follow chart identifying your new AGM deadline and the date by which you must send your preliminary notice.
The end of the declared emergency?
On July 24, 2020, Ontario proclaimed Bill 195 (the Reopening Ontario Act). This put an end to the emergency declared on March 17, 2020.
But we’re not out of the woods yet. Many of the Orders in council enacted since March continue to be in effect. They have just been moved from under the Emergency Management and Civil Protection Act to under Bill 195. Doing so gives Ontario a more flexible renewal process and paves the way to the gradual reopening of the Province.
Click here to see which Orders in council are still in effect and which ones have been revoked.
Amongst the Orders in council still in effect is the Order limiting public gathering to 50 (indoors) and 100 (outdoors) for areas in Stage 3 (everywhere except Toronto, Peel and Windsor-Essex). Click here to see which stage your area is in.
So likely no in-person AGMs in the foreseeable future, which is kind of putting many of us in a catch-22 as many of the exceptions under the Condo Act (like those allowing for virtual meetings) are time-limited and the countdown to their sunset has started.
End of exceptions under the Condo Act
You may recall that a series of emergency exceptions had been implemented in the Condo Act, with the adoption of Bill 190 (the Response and Reforms to Modernize Ontario Act). These allowed for:
- The postponement of in-person AGMs until after the end of the declared emergency;
- The holding of virtual AGMs, even without a by-law;
- Electronic voting, even without a by-law;
- Virtual board meetings, even without the unanimous consent of all directors;
- Electronic notification of owner meetings, even without owners having consented to it.
Well the party is (nearly) over!
These exceptions only applied during the emergency declared on March 17, 2020 and during any extension under section 7.0.7 of the Emergency Management and Civil Protection Act. This has ended on July 24, with the passing of Bill 195: indeed, the emergency is no longer under the EMCPA. It’s now under Bill 195. [I suspect this was an unintended consequence of Bill 195].
What does this mean for CondoLand?
Deadline to call you AGMs
The period of emergency suspended the obligation to hold your AGM within 6 months following the end of your fiscal year. Indeed, corporations who’s AGM was scheduled to be held during the period of emergency could postpone it and hold it in the 90 days (or 120 days in some cases) following the end of the emergency.
When must you hold your AGM now?
- If your fiscal year ended between September 17 and December 31, 2019: You have until October 22, 2020 to hold your AGM.
- If your fiscal year ended in January 2020: You have until November 21, 2020 to hold your AGM (by the way, that’s a Saturday, so realistically, you probably want to aim for earlier);
- If your fiscal year ended in February 2020: You have until August 31 , 2020 to hold your AGM. Bad news, your deadline to send the preliminary notice out was July 27!
- If your fiscal year ended in March 2020 (or later): You have to hold your AGM within 6 months of the end of the fiscal year. Basically, back to normal.
Click here for an easy-to-follow chart identifying your new AGM deadlines and the date by which you must send your preliminary notice.
Keep in mind that these can be extended by the Lieutenant Governor in Council, so there may be more changes to come (possibly when the province realizes that all of the emergency exceptions under the Condo Act are expiring). Time will tell.
Is this the end of virtual AGMs and electronic voting?
During the period of emergency, and for 120 days following its end, condo corporations could hold their AGMs virtually and owners could vote electronically even without a by-law authorizing them to do so. This exception is also coming to an end.
Corporations will continue to be able to hold virtual AGMs and collect electronic votes without a by-law until November 21, 2020. After that date, you will need a by-law to be able to hold your AGMs virtually.
There is still time to adopt your electronic by-law
Folks: It’s time to adopt your electronic by-laws! But you must act quickly.
Virtual AGMs are here to stay (if for no reason, simply because we will not likely be able to hold big in-person AGMs for a while and, even when we can, owners may not be comfortable being in group settings).
A good electronic by-law puts in place a robust and reliable framework giving owners meaningful, real-time participation. Anything short of that may affect the level of transparency and record keeping required for condo AGMs.
These by-laws are easy to adopt as they are passed with a reduced majority (the majority of those participating in the meeting).
We can help you adopt these by-laws at a virtual owners meeting or by using our easy-to-use electronic proxy. But you must act before November 21, after that date, all of your meetings will be required to be in-person.
Ask us about it. We can turn these around quickly.