Area of Law: Real Estate Law
Answer # 420
Annual General Meetings and other owners' meetingsRegion: Ontario Answer # 420
Annual General Meetings
An Annual General Meeting (AGM) of the condominium corporation is essentially the same as AGMs for other types of corporations, except that it is governed by the Condominium Act not the Ontario Business Corporations Act. It is an annual meeting including the board of directors, officers of the corporation, and the condominium unit owners, as well as those holding mortgages on condominium units. The AGM is the opportunity for condominium unit owners to meet and vote on important condominium corporation matters, which are set out in the meeting agenda.
When are AGMS held?
The first AGM of a condominium corporation must be held within three months of the registration of the declaration and the description. Thereafter, the AGM must be held not more than six months following the end of the condominium corporation’s fiscal year. So, for example, if the condominium corporation’s year end is December 31st, an AGM must be held prior to June 30 in the following year.
Notices of meetings
Changes to the Condominium Act, effective November 1, 2017, now require that the board provide owners with a written preliminary notice of an AGM 20 days before the actual notice of the meeting. The purpose of the preliminary notice is to give owners a greater opportunity to be heard, by giving them ample time to prepare for, and attend the AGM. The preliminary notice will include a range of information and set out the proposed agenda. It will also inform owners that if a person is interested in being a candidate for election as a director, they are to notify the board in writing of this intention.
Actual notice of the meeting itself must be given in writing to all unit owners and mortgagees, at least 15 days prior to the meeting. The notice must indicate the date, time and location of the AGM, include the financial statement for the condominium corporation’s fiscal year, and identify business to be discussed. If an election is being held for the board of directors, a nomination form should be included with the notice.
If a unit owner cannot attend the AGM, a proxy may be given in writing, naming a person who would be entitled to vote on behalf of the absentee unit owner and signed by the person giving the proxy. All unit owners and mortgagees are entitled to vote at the AGM, unless a unit owner is in arrears of the common expenses or a special assessment. Only one vote is allowed per condo unit. This means that although more than one person may have ownership in a single unit, they can only cast one vote; and where one person owns more than one unit, that individual will be entitled to cast as many votes as the number of units they own.
How are votes cast at an AGM?
Votes may be cast in any of the following ways:
(a) by a show of hands, personally or by proxy; or
(b) by 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 telephone or electronic means, if the by-laws so permit.
Also, condo owners now have the right to keep the content of their votes secret.
A quorum is the minimum percentage of unit owners entitled to vote, that are required to be in attendance and vote at the meeting, either in person or by proxy. If no quorum is reached, while a discussion on a matter can take place, no vote can be taken and no business can be transacted at the meeting.
Effective November 1, 2017, the law requires that 25% of owners must attend at the first and second attempts to hold the meeting, and 15% of owners must attend at the third and any subsequent attempts. In addition, a corporation could pass a bylaw with a 25% quorum, regardless of the number of attempts.
What is discussed at an AGM?
Although the agendas for condominium corporation AGMs vary, there are many issues that must be included, such as:
- review and approval of the financial statements and year end financial reports,
- approval of the minutes from the previous AGM,
- selection of the corporation’s auditor for the next fiscal year,
- report of the board of directors regarding matters like past performance and major upcoming projects such as repairs or renovations,
- potential by-law changes and ongoing issues, and
- the election of directors.
The AGM should be chaired by someone who is familiar with the agenda and the business of the condominium corporation. In addition, someone should be appointed to take the minutes of the meeting.
In large condos, the registration of those in attendance at the AGM may be designated to scrutineers. In such cases, the scrutineers would also collect any proxies, count the ballots if there is a vote or election, and report this information back to the chair of the meeting.
Other owners’ meetings
The board of directors may also call a meeting of the owners at any time. The Board must stipulate the reason for the meeting in the notice provided to the owners.
In addition, the owners themselves may make a request to the Board for a meeting of owners to address a topic of concern. For example, owners may want to hold a meeting to make a decision about the implementation of new rules, to oppose a special assessment, or for the purpose of removing a director. In such cases, in order for the Board to call a meeting:
- the owner asking for the meeting should not have outstanding common expenses or other fees owing to the condominium for 30 days or more,
- the owners’ request must be supported by the signatures of at least 15% of unit owners, and
- the request must be in writing and include the reason for the meeting.
After receiving such a request, the Board must call and hold an owners’ meeting within 35 days. Or, if the owners involved agree, they can put the issue on the agenda of the next AGM. If the Board does not call a meeting, the owners themselves can call the meeting. In such cases, the meeting must be held within 45 days from when it was called.
For more information on AGMS and other meetings, refer to the Condominium Authority of Ontario (CAO). To review the legislation, refer to Ontario’s Condominium Act. To download newly mandated condo forms, such as Proxy and Notice of Meeting to Owners forms, visit the Government of Ontario website.
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