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Home COFSAB Forum Legislation, Bylaws and Rules AGM Attendance During Covid-19

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  • AGM Attendance During Covid-19

    Posted by Karen on April 10, 2022 at 4:29 pm

    MarkH

    Robert Noce, writing in the Calgary Herald last weekend (2020 11 07) answers ‘Can Board Members Attend Meetings Virtually?’. He also, and more importantly, discusses the question about attending AGMs (or any General Meeting) virtually. Read the article at https://www.pressreader.com/canada/calgary-herald/20201107/282269552917662

    Noce ends the article asking readers to “Please email the Minister of Service Alberta (ministersa@gov.ab.ca) and ask the minister to issue a new ministerial order to assist condominium corporations with the scheduling of their AGMs”.

    Karen replied 4 months, 1 week ago 1 Member · 0 Replies
  • 0 Replies
  • Karen

    Administrator
    April 10, 2022 at 4:30 pm

    GibsonT

    (@terry-g)

    THANKS for posting this Mark!

    Owners need and want guidance about AGM’s.  I agree with Noce that Service Alberta / Government of Alberta should be providing more guidance.

    The law is important, but what are the “best practices” in these COVID times?

    Boards are all over the map on the issue: meet in the parkade with a sound system; defer the AGM for up to 12 months (not legal) and everywhere in between.

    I have had discussions with Service Alberta about this.  My advice to them: We need guidance.  If owners have to choose between their health and their AGM, health will win almost every time, particularly for those of us seniors.

    The problem with virtual meetings – a part from the legal constraints: how do you ensure that verified owners are voting?

    One of the main reasons AGM’s are needed is that there are few opportunities in many condos for Owners to get information updates from the Board and, more importantly, to ask questions.  It makes AGM’s essential for communications with Owners.

    One of our COF Board Members (BOB M), chairing an 84± unit complex, held his meeting virtually and “it went well”.  Their bylaws had been updated this year to provide for virtual meetings and they were very well organized.

    Would COF members want to sit in on a chat with Bob to learn more about he approached this?

    • Karen

      Administrator
      April 10, 2022 at 4:32 pm

      Robert W. MacLeod

      @terry-g. Terry/Mark.

      Robert Noce is technically correct in his advice. With the expiration of the ministerial order we should expect the Minister to reimpose a suitable Covid-compliant order. Nevertheless, as Robert Noce implied, the powers of the Board lie within the Bylaws. Fortunately my 86 unit bareland condo recently had its Bylaws revised with the expert help of a leading Calgary lawyer. We have the license to hold virtual meetings as well as to count Proxy ballots into the attendance.

      In 2020, we avoided an April AGM by:

      1. Sharing the annual financial & progress reports electronically with all Owners.
      2. Counting Owner participation through the use of a well-worded Proxy ballot, including a separate page for board elections.
      3. Encouraging Owners feedback and questions through our ‘info@’ email address as well as surface mail address.

      The results were quite satisfactory as measured by in-the-street conversations with many Owners. In fact at the beginning of the weed spraying season, we conducted a Special General Meeting on the 2-4D issue using the same format; the outcome was successful.

      So, while there was not face-to-face meeting due to lack of reasonable & Covid-safe meeting space within our community, we did achieve the objective of fulfilling the business of the Corporation.

      We would welcome a challenge, legal or otherwise, to the validity of this process.

      • Karen

        Administrator
        April 10, 2022 at 4:32 pm

        MarkH

        @bobmacleod

        Thanks for that helpful information. Would you be willing to share the text of your new Bylaws that facilitates an electronic AGM? It might act as a template or check-list for others who want to amend their bylaws.

        Our AGM is scheduled for early December. The bylaws pre-date any form of electronic meeting so anything dealt with by the board by email needs to be ratified at the next regular ‘live’ meeting. The AGM package previously circulated encourages appointing proxies; our bylaws also allow attendance by proxy, counted toward a quorum. Under the new Covid-19 rules dealing with the size of meetings, there can only be a very small physical attendance by owners (other than the seven-person board) so there will be very few potential proxy-holders. If the meeting were contentious (which I doubt) it could prove to be a difficult time.

        In our 175 units, we have several elderly owners who are unfamiliar with the electronic world and not comfortable with computers, nor meeting management systems like Zoom. We have quarterly newsletters, which update us on significant matters, and those who are interested can see Board meeting minutes in the library or online on our website.

        • Karen

          Administrator
          April 10, 2022 at 4:33 pm

          Robert W. MacLeod

          Bylaws are silent on electronic means of delivery. I take that to be an opportunity to use the best current technology for efficiency and transparency. In my condo Corp, we were careful to include every item of the prescribed agenda in the Reg. as a proxy vote item, leaving the election of directors on a separate page. All Owners were invited (including the one Owner who is without computer) to communicate with the Board by surface mail or email to <info@>. Owners’ voted by Proxy on:

          1. Scrutineers report – different Owners counted the Proxy ballots to ensure quorum.
          2. approval of previous AGM minutes.
          3. Approval of Budget (they were advised of the Board approved budget 30 days before the start of the new fiscal year).
          4. Approval of the financial reports of the prior year.
          5. Approval of the accounting firm for the current year.
          6. Election of directors for current year.

          Hope this helps.

          • Karen

            Administrator
            April 10, 2022 at 4:34 pm

            PhilR

            A quagmire in two parts:

            Part 1

            As is the case with many Condo Corporations and Boards, our Board has recently cancelled our AGM that was to have been scheduled on November 21st due to concerns over Covid-19 and recent changes to AHS guidances on gatherings. It’s my understanding that audience/meeting type gatherings are still permitted and the limit to people attending are between 50-100 people as long as social distancing procedures are followed. https://www.alberta.ca/coronavirus-info-for-albertans.aspx

            Because any delay in our AGM would put us over our 15 months (including the delay for the last ministerial order), if the Board does not hold the AGM within this calendar year are they still a legally constituted Board?  I’d really like your opinions on this one!

            Some background. Only 3 of potentially 9 board members would be in the 2nd year of their term, there are at least 6 people who have expressed their intention to run for the Board, there are 4 current Board members that have committed to running again. Our Bylaws say there must be between 5-9 Board Members. So with only 3 members of the Board remaining, and being past due on the Bylaw requiring an AGM within 15 months or the calendar year subsequent to the last AGM, do we have a legally constituted Board and can they legally continue to carry on with conducting the affairs of the Corporation?

            Part 2

            Part of the problem remains with Service Alberta and Minister Glubish’s lack of attention to the paradox between Boards trying to keep people safe during the pandemic and Service Alberta’s recommendations that the Bylaws still need to be followed and to seek legal advice to solve disputes or interpretations of how the Bylaws still control the business of the Corporation.

            I would encourage COF and their members to advocate with Minister Glubish and Service Alberta that they assist Condo Boards that are dealing with the paradox noted above by issuing a new ministerial order dealing strictly with AGMs as follows:

            That in light of worsening conditions of the Covid-19 pandemic that Bylaws concerning how AGMs are to be held are to be suspended and that during this ministerial order is in place that Corporations be permitted to hold AGMs in any manner that would allow the majority of Owners in any given Condominium Corporation to obtain information from the Board that is required at an AGM and vote on motions and elect new Board members safely. Bylaws outlining the time frame within which AGM are required would still be in place.

            If you agree with the outline of a ministerial order listed above and would like to send your comments directly to Minister Glubish here is his email address: ministersa@gov.ab.ca

            • Karen

              Administrator
              April 10, 2022 at 4:36 pm

              (@bobmacleod)

              @phil

              First, Condos registered in Alberta are corporations and the business of corporations must continue despite challenges. Therefore, while it might be of some value to condo corps to have ministerial backing on this, it is not necessary – in my opinion as a COFSAB Board member and president of an 86 unit bareland condo in Cochrane.

              Part 1

              Consistent Board membership can be a challenge. Despite numbers less than your minimum, the remaining Directors must continue to conduct the business of the corporation through regular and as needed meetings using available tools like ZOOM, manage the finances and tasks on the business plan without undue interruption.  As your corporation has a reduced number of directors, the remaining Directors can appoint Directors-at-Large to fill the ranks and to share the work load. One item approaching you is the AGM – ours will occur in April 2021 per normal. Then at the AGM you will elect a new slate of directors including those that agree to stay on.

              The key elements of an annual meeting are contained in the AB Act & Reg. Last year our Board achieved all necessary elements for the year by:

              1. 30 days in advance of the scheduled but cancelled meeting date, sending electronically to each Owner a summary of progress for the year with financial statements reviewed by our professional accountant, budget, business plan, the slate of Owners standing for election as well as a Proxy ballot covering each item.
              2. On the date planned for the AGM, the Board and another Owner scrutinized the Proxy ballots received to verify that the minimum number of Unit Factors was represented.
              1. As all Owners responding supported the Board on each item as well as the election of Directors the new Board continued. There were no changes of Directors; hence we did not re-register the Directors with Land Titles this time (may need guidance on that one!).
              2. The Board has remained open to any and all feedback from Owners through email (info@XXX.XX), telephone and street conversations. The (board?-AMH) makes every effort to respond promptly and thoroughly to each contact.
              1. Just to add a complication to the 2020 proceedings we had to deal with a serious concern from a few Owners (spraying dandelions with 2-4D). The Board managed the issue with the Special General Meeting process but without a meeting. New Proxy ballots were used to resolve the matter.

              For the 2020 FY, we will aim for the usual AGM format in April (shoulder season for snow-birds), but anticipate that due to the second wave of Covid we will replicate the process used in 2020.

              Part 2

              Renewed support of the Minister would be helpful, but considering that there is a way forward without it, a Ministerial Order may not be necessary. But thank you for your proposal; I will bring it to the COFSAB Board at its next meeting in December.

              Given the ambitious work load of the Ministry at this time in establishing an alternate dispute resolution process as well as many other critical issue pertaining to condos and condo living, I am prepared to cut it a bit of slack. BUT I will bring your suggestion to the COFSAB Board

            • Karen

              Administrator
              April 10, 2022 at 4:36 pm

              GibsonT

              FYI: we are actively working on scheduling a COF Virtual CondoChat with Bob MacLeod where he will describe the process he used at the 86 unit condo he chairs in Cochrane.  Then, subsequently, lawyer Dionne Levesque will join the conversation and we will open the discussion and take questions from the audience.  Watch your email!

            • Karen

              Administrator
              April 10, 2022 at 4:37 pm

              MarkH

              I recently ‘attended’ (by Zoom) a special general meeting of a credit union. Notice was properly given. The agenda was circulated in advance with the necessary documentation for the business of the meeting. Motions were prepared in advance, with movers and seconders in attendance on-line. Decisions were arranged to be ‘yes’ or ‘no’ with a vote conducted by a show of hands on the Zoom application. A limited number of questions were permitted, submitted on the Zoom ‘chat’ function and answered verbally. The meeting ran efficiently, on time. It seemed to me to be routine business with nothing controversial; the CU management had sorted out all those issues before bringing the business to the meeting. I believe this could be a good model for condominium corporations.

              A difficulty for condominiums could be attendance and information giving and receiving for the people not able to use Zoom. Finding proxies should handle most of those issues, and as @bobmacleod pointed out, careful distribution of paperwork, and discussion with people in advance, should resolve most outstanding issues.

              Elections could be an issue. Obviously nominating potential board members from the floor of the meeting wouldn’t work. It is not a ‘Best Practice’ anyway, and COFSAB is all about looking for Best Practices.

              A couple of organizations of which I am a member have conducted elections by electronic means using a third-party application.

              Firstly, well in advance, candidates were invited to self-nominate (or be nominated by others) and submit a statement of why they wanted to be elected. In some cases, questions were to be answered. Statements were limited to a certain number of words and could be submitted in either or both official languages (these are Canada-wide organisations).

              Secondly, all the eligible electorate (owners not in default of their ‘contributions’ in a condominium) were issued a PIN and then emailed a URL accessing an on-line ballot with all the candidates in random order. In these elections, the voters were asked to rank all the candidates in order of preference. The software then carried out the count, showing the result of each round of counting. The result was the most popular candidates were declared elected. Provision was made for paper ballots to be issued and returned to a trusted ‘counter’.

              In the case of the Leadership of the Green Party of Canada, where there could be only one successful candidate, the degree of support for the new Leader was clear and transparent. The vote count took only minutes of computer time; the result was announced slowly, so all could see (by Zoom and on CPAC) the results of each round. The successful candidate was only apparent in the eighth round.  In another (smaller) organisation, the election closed at midnight before the General Meeting. The software produced the result of the board election in seconds; the result was announced at the general meeting. However, to ensure transparency, the results by progressive rounds of counting were available on-line. (The system used in both examples was the Single Transferable Vote, STV, a preferential ballot in a proportional representation system. Other systems can be used, but why not use the best?)

              In summary, our AGMs could be carried out electronically and effectively if they are well planned and carefully prepared. We need to be aware of the requirements of the Condominium Property Act and Regulation and take care not to violate the requirements. One question that comes to my mind is whether a ‘snowbird’ could attend by Zoom from outside the municipality where the condominium is located. One could even visualize a situation where everyone – owners, management and electronics operators – was outside the municipality where the condominium is located. What then?