Understanding the Basics of Meetings and Voting
Owning a condo unit can be very different from owning a traditional house. When you become a condo unit owner, you become part of a condo corporation where you own your individual unit and an interest in the common elements of the condominium. This means that you become part of a wider community of owners that together make up the condo corporation. The Condominium Act, 1998 (the Condo Act), allows condo owners to do certain things that traditional home-owners cannot, one of which includes attending various meetings. Condo corporations can hold different types of meetings, most of which condo owners can attend.
In this article we will review the different kinds of meetings and how voting works in a condo corporation.
Meeting and Voting In A Condo Corporation
Condo meetings are held by condo corporations in order to make decisions regarding the condominium. Condo meetings can be divided into two types: owners' meetings and board meetings.
Owners' meetings are meetings in which all condo owners are invited to attend. This includes an Annual General Meeting and an Owner-Requisitioned Meeting. A Board Meeting is the third type of common meeting.
However, unlike the other two, not all condo owners can attend a board meeting. Instead, the condo board may invite condo owners to attend board meetings as guests.
Now, let's have a close look at the three types of meetings:
Annual General Meetings
Annual General Meetings, or AGM’s, are annual meetings for all condo owners. This is where the board has the chance to report to owners on matters such as the financial health of the condo corporation. An annual general meeting is one of the ways condo owners can ensure the accountability of the condo board of directors. The AGM also gives owners the opportunity to discuss matters that are relevant to the business of the condo corporation. At an AGM, the following items can be discussed:
- Approval of the minutes of the previous AGM;
- Review of year-end audited financial reports; the auditor may be at the meeting to report about the financial health and operations of the corporation.
- Selection of the condo corporation’s auditor for the next fiscal year;
- Report of the board of directors regarding matters like past performance; Discussions can include major upcoming projects, such as repairs or renovations, potential by-law changes and ongoing issues;
- Election of directors.
The first AGM must be held up to three months after the registration of the declaration and description. After registration, the Board of Directors must call and hold an AGM within six months of the end of the condominium corporation’s fiscal year.
The Condo Act, 1998 requires that a minimum number of participants be present at meetings, which is called a “quorum.” If there is no quorum, voting cannot take place, but discussion on relevant business is still permitted. A corporation may also be able to make by-laws with respect to meetings, including with respect to quorum and voting. For owners’ meetings, owners can either attend in person or by proxy.
The standard quorum for an AGM are owners that make up 25% of the units. If the quorum is not reached on the first two attempts to hold the meeting, the quorum is reduced to 15% on the third and on any subsequent attempts unless the by-laws specify otherwise.
Condo owners will be allowed to vote at an annual general meeting as long as they are entitled to vote and are present to vote in person or by proxy. Owners can lose their right to vote if amounts are owing for common expenses. There are rules when it comes to voting.
Only one vote is allowed per unit, so if the condo owner co-owns a unit with one or more other people, the vote must represent the majority of the owners of the unit. If the owners of a unit are evenly divided on how to vote, their vote will not be counted.
In some condo, parking spaces or storage lockers are considered “units”. No vote is allowed in respect of these unit unless all the units in the corporation are used for such purposes.
In some situations, the mortgagee of the unit may have the right to vote at the meeting in place of the unit owner. If such a right has been communicated to the condo corporation, the mortgagee will receive notice of the meeting. Additionally, the right to vote at a meeting can be done by way of a proxy.
Effective November 1, 2017, the following changes to the voting method apply.
Votes may be cast by:
A) A show of hands, personally or by proxy; or
B) A recorded vote, that is,
- Marked on a ballot cast personally or by a proxy;
- Marked on an instrument appointing a proxy; or
- Indicated by telephonic or electronic means, if the by-laws so permit.
Condo owners now have the right to keep the content of their votes confidential. Under certain conditions, a condo corporation can pass a by-law to amend or repeal this right.
If you are an owner who cannot attend a meeting but still wants to participate in the decision-making, you can enable somebody who will attend the meeting to vote for you. This individual is called a proxy. This person does not need to be an owner in your condo corporation. You can appoint a proxy by completing a legal document called a proxy form. A proxy must be in writing and must be signed by the person granting the proxy. You can create only one proxy per unit. If you co-own your unit, the proxy represents all owners of the unit.
This is a meeting that the board is required to call at the request of the owners of the condo corporation. During owner-requisitioned meetings, all owners can attend. Some examples of why these meetings may be called include:
Voting on a proposed rule;
- Discussion of an emerging issue (for example the behaviour of owners, residents, or guests); or
- The removal and replacement of a director (board member) before the expiry of that director's term.
Owners do not have the ability to overturn a decision of the board at an owner-requisitioned meeting unless the Act gives owners the ability to approve that decision. For example, the Act states that owners can requisition a meeting to discuss and vote on rules proposed by the board. If the board proposes new rules, the owners can requisition a meeting and vote on the proposed rules. The purpose of the condo board is to make decisions on behalf of owners in a condo corporation and that’s why they can vote but cannot over-turn a board decision.
If owners are unhappy with a past board decision, such as hiring a certain contractor, the owners can still call a meeting to discuss that decision, but they cannot overturn the decision of the board. The board has the authority to make hiring decisions and the Act does not require that the owners approve that decision.
While owners may not be able to overturn a board decision formally, owner-requisitioned meetings can be helpful by giving owners an opportunity to their voice concerns or present ideas. At the meeting, a non-binding vote of owners in attendance can be held to make sure that the condominium corporation understands the owners’ position.
Who Can Requisition A Meeting?
Unit owners in a condo corporation can requisition a meeting. A requisition must be signed by the owners of at least 15% of the voting units in the condominium corporation.
However, owners who have lost the ability to vote are not able to requisition meetings and they cannot be counted towards the required 15% of voting units.
A condo corporation must provide various notices to owners to make owners aware of upcoming owners meetings. These notices include:
Preliminary Notice of Meeting: This must be delivered to owners at least 20 days before a Notice of Meeting. The Preliminary Notice lets owners know that a Notice of Meeting will be sent, it also states the purpose of the meeting, and, if applicable, requests that individuals interested in being candidates for director positions notify the board in writing.
Notice of Meeting: This notice must be delivered to owners in writing at least 15 days before the day of the meeting. A Notice of Meeting will include the date, time, and place of the meeting. It must also identify the business or subject matter that will be discussed, among other things.
If an owner wishes to receive notices electronically, they must provide an Agreement to Receive Notices Electronically form, and the condo corporation must have a statement of this method of receiving notices in the record of owners and mortgagees (unless the Condo Act provides otherwise).
This third type of meeting within a condo corporation varies greatly from the first two. Board meetings are attended by the condo board to manage the affairs of the condo corporation. The only people who are entitled to attend board meetings are the directors, however, condo boards may invite individuals to attend board meetings as guests.
A condo’s board of directors can only conduct condo related business at a board meeting. Similar to an AGM, before any condo business can be conducted, the board must make sure there is a quorum of directors attending the board meeting. For board meetings, quorum is a majority of the total number of positions on the board. For example, if there are 3 positions on the board, quorum would be 2 board members in attendance at the board meeting.
As a condo owner and a member of the condo corporation it is important to be up-to-date with the latest condo news. Information Certificates helps ensure that condo owners receive information about the state of the condo corporation throughout the year. Information certificates can be broken down into three types:
- Periodic Information Certificate (PIC): This is sent out twice per fiscal year to all owners. Usually within 60 days of the end of the first quarter and 60 days of the end of the third quarter. It includes key information about the condo’s board, finances, insurance, reserve fund, legal proceedings, and other matters.
- Information Certificate Update (ICU): Sent to owners if there are certain key changes before the next scheduled Periodic Information Certificate, such as changes in the directors or officers of the condo corporation. This information certificate is distributed within 30 days of the change.
- New Owner Information Certificate (NOIC): Sent to new owners within 30 days after the new owner provides written notice stating their name and the unit that they own in the condo corporation. A NOIC covers the most recent PIC and any subsequent ICUs.
Understanding the three different condo meetings and how they can serve you is essential when you become part of a condo corporation. In the event that you attend an owner meeting or even requisition a meeting, it is crucial to be familiar with the voting process and your rights as a condo owner.