Special Resolutions – board responsibilitiesPosted: 05/01/2022 3:57 pmThere seems to be a lack of completeness in the legislation on the subject of special resolutions, specifically as it applies to the corporation’s bylaws:CPA 1(x) states a “special resolution” means(ii) “agreed to in writing by not less than 75% of all persons entitled…”
CPA 32(3) states “any bylaw may be… replaced by special resolution”CPA 33 states “If… replacement of a bylaw is proposed, not fewer than 14 days prior to the day on which the special resolution is to be voted on, the persons with a right to vote shall be given written copies of the existing bylaw…”
but the legislation fails to specify any requirements regarding vote accounting and reporting of the results of the special resolution.Without those requirements specified on special resolutions, it seems to be left to the board of directors and its property manager to follow through as would be expected to act according to:CPA 28(2)(a) act honestly and in good faith with a view to the best interests of the corporation, and(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances
rather than to fail to do anything or report anything to the corporation.The combination of incomplete legislation and the apparent irresponsibility of the board has resulted in an impasse that has paralyzed everyone, i.e.:1. on April 21, 2020, new bylaws were distributed with a request for unit owners to return their resolution by June 12. 10 months later, on February 10, 2021, I last asked the property manager for the results of the resolution but received no acknowledgement let alone a substantial response
3. on October 7, 2021, the property manager distributed the same, conflicting and uncorrected bylaws of April 21, 2020 requesting the return of the special resolution by October 21, 2021
4. now, 3 months later, nothing that has happened has been made known to the unit owners
If point 3. seems familiar to point 1, it’s because the board seems to have been born of apathy and indifference, has clearly remained unresponsive and unaccountable and the honesty, integrity and responsibility required of the board members are apparently missing in action.Can anyone provide advice or identify any applicable precedent which might help settle the issue of the ignored votes of two special resolutions, i.e. identify some way to force the board or property manager to report the results of the votes to all unit owners.
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