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Notice Requirements for Ordinary and Special Resolutions Signed by a Majority
Topic starter Posted : 04/10/2021 4:58 pm
@Jan and Roy
Normally resolutions are proposed at annual or special general meetings, which require that proper notice and wording of the resolutions be provided to all owners. However, the Act and Regulation appear to be mute on the requirement of notice for resolutions that are approved in writing without a convened meeting (CPA sections 1(1)(r)(ii) and 1(1)(x)(ii)). It would appear that, in a single day, a group of owners with sufficient unit factors could propose and pass a resolution without a chance for review or discussion without notifying the rest of the owners. Is anyone aware of any aspect in any legislation that would prevent this from happening?
This issue came to my attention because of what has recently happened in our condo. About four weeks ago, the vice president delivered, without prior notice, a copy of a proposed complete replacement of our bylaws with a cover letter from the property manager that told us we had two weeks to vote for approval or disapproval of them.
An actual resolution was not specified in the letter. The enclosed ballot only asked for support of the new bylaws and indicated that the actually voting would be kept confidential. Owners are not going to know whether the their votes were counted or recorded correctly. At a general meeting, voting for resolutions is not confidential and polling can be demanded to determine the result. The thing is a complete fiasco but how do you even begin to challenge it, given that the legislation appears to mute on the issue of notice for written approval of resolutions.
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2 Replies
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Posted : 05/10/2021 8:09 am
@GibsonT
There is no perfect way to approve new bylaws. However, in my opinion, a wise board will consult with owners to identify what they want ‑ e.g. consult, not announce and then defend the new bylaws. It can be very difficult to achieve 75% approval without doing so.
A wise board would provide for at least one information meeting and a reasonable time for owners to consider the bylaws. 2 weeks seems a little tight to me.
I don’t see how anyone can vote on a resolution without seeing it.
I have very limited experience, but I don’t think all owner’s signatures have to be on the resolution when filed at the Land Titles Office, but the condo would have to be able to provide written documentation supporting the passage of a change in bylaws ‑ e.g. excellent documentation would be essential in the event it is required.
Looking forward to other feedback.
Consider consulting with Phil Rosenzweig who has experience as a 30 year owner and, for a short time, a condominium manager.
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@MarkH
Jan and Roy, you are in an unpleasant and awkward legal situation. I’ll try to clarify what I think should have happened (or should now happen). I base these comments on my limited experience of passing bylaw amendments under the Condominium Property Act (CPA) as it was in 2004 to 2011 and my understanding of the new legislation (CPA2014 and Regulation to 2020). Please note that I am not a lawyer, and I have never played one on television; I strongly suggest you consult an experienced Alberta condominium lawyer.
Terry makes the excellent point that dropping off a proposed set of bylaws without discussion with the owners in the preparation of the bylaws, is poor public relations. My reaction would be to first reject the proposed bylaws, then open a discussion with other owners.
The CPA [Section 1.1(x)] defines a special resolution as “a resolution
(i) passed at a properly convened meeting of a corporation…, [emphasis added-AMH] or
(ii) agreed to in writing by not less than 75% of all of the persons who, at a properly convened meeting of a corporation [emphasis added-AMH] … representing not less than 75% of the total unit factors for all the units;”
CPA Section 30.1 provides that a Special General Meeting (SGM) may be called with not less than 14 days notice and in 30.1(5) says, “A notice for (an) SGM must include the purpose for which the meeting is being convened, including the proposed wording of any resolution“ [emphasis added-AMH].
A ‘properly convened meeting’ would have before it a carefully worded resolution acceptable to the Registrar of Land Titles, attesting that the requirements have been met. One of the requirements of the bylaws and the ballot should be that the previous bylaws and any amendments thereto are hereby rescinded, otherwise there could be two sets of conflicting bylaws registered in the LTO. The motion would have been moved and seconded by directors of the board (or other owners in an open meeting), declared carried, and the CPA’s requirements had been met.
If the special resolution is in writing to be passed by the owners, I would expect to receive a copy of the proposed bylaws and a ballot or voting form that states the proposed resolution and provided space for each of the unit owners’ signature(s). A trustworthy person would tally the votes, compare them with the names on the Unit Titles in the Land Titles Office to ensure authenticity (don’t ask me why!) and declare to the board (and thus the owners, through the board minutes) that the vote had passed (or not, as the case may be).
When the revised Act, and later the Regulation, were under discussion a time limit for achieving the vote was proposed; I don’t know if that came into effect, or recall what the time limit was to be. You should take that under consideration. That is all the more reason for discussing the proposed bylaws before putting them to a vote.
