Latest Order Allows Virtual Condo Meetings
One of the busiest times of year for annual general meetings ("AGMs") normally begins in mid-April and lasts until the end of June. This period of time is normally when condominiums with December 31 year-ends hold their AGMs. Unfortunately, many condominiums have been unable to hold their AGMs due to COVID-19. Often the directors felt like they were being forced to decide which way they wanted to contravene the Act: hold the AGM using virtual meetings even though the condominium did not have a by-law permitting virtual meetings, or postpone the AGM and contravene the requirement to hold the meeting within six months of the fiscal year end. Not an ideal situation. Fortunately, on Friday April 24, 2020, the Ontario government issued an Order to provide some temporary relief to condominiums struggling to make these tough decisions. The Order makes various amendments to the Condominium Act, 1998, with respect to meetings of the owners and of the board to make it easier to hold virtual meetings. A copy of the order can be found here: https://files.ontario.ca/solgen-oic-meetings-for-corporations.pdf Directors Meetings - Virtual Meetings Subsection 35(5) of the Condominium Act, 1998, currently allows meetings of the directors to be held by teleconference or another form of communications system that is prescribed if all directors consent to using the means to hold the meeting. The Order made on April 24, 2020, removed the requirement for consent. Notwithstanding such, the directors should discuss the means in advance and ensure that all directors are able to participate in a meaningful way during the meeting. All Owners Meetings - Virtual Meetings The Order makes various changes to the Act to temporarily permit condominiums to hold virtual owners' meetings (AGMs, requisition meetings, turn-over meetings, and other special meetings) without by-laws approving such:
- Quorum: An owner or mortgagee who votes at the meeting or establishes a "communications link to the meeting" counts toward quorum (either: 1) in person if they vote or attend the meeting, or 2) by proxy if another person votes or attends the meeting on their behalf).
- Voting: Voting can be by show of hands or a recorded vote. A recorded vote may be marked on a ballot, a proxy, or using telephonic or electronic means.
- Service: Despite any other provisions of the Act, regulations, declaration or by-laws, any document or notice that is required to be given to an owner or mortgagee in respect of a meeting under the Act may be given by electronic means without the agreement of the owner or mortgagee.
- Meeting Package: Any materials required or permitted to be placed before the meeting of owners (i.e. audited financial statements) may be placed by electronic means.
- "Electronic means" is any means that uses electronic or technological means to transmit information or date, including fax, e-mail, computer or computer networks.