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Home COFSAB Forum Legislation, Bylaws and Rules Notice Requirements for Ordinary and Special Resolutions Signed by a Majority Reply To: Notice Requirements for Ordinary and Special Resolutions Signed by a Majority

  • Karen

    Administrator
    February 5, 2022 at 12:49 pm

    @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the requirements of the bylaws and the ballot should be that the previous bylaws and any amendments thereto are hereby rescinded, otherwise there could be two sets of conflicting bylaws registered in the LTO.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.

    Please spread the word!
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