Fixing Quorum (1 of 2)
Bill 106 proposes a few significant changes to how quorum works for condominium meetings. In this entry, we deal with changes relating to how quorum is counted. In a separate entry we will address how entitlement to be counted toward quorum has also changed.
What is quorum?
“Quorum” means the number of members of a group or organization required to be present at a meeting in order to legally conduct business. Currently, the Condominium Act, 1998 (the “Act”) provides that quorum for a meeting of owners, in all but one case [see Note 1], is those owners who own 25% of the units of the condominium corporation or, if a by-law has been passed to increase quorum, 33 1/3%.
What happens without it?
Achieving quorum for condominium meetings is critical because, without quorum, the business of a meeting cannot be conducted. There are several matters under the Act that can only happen if approved by the unit owners at a meeting duly called for that purpose. Many condominium corporations struggle to achieve sufficient owner attendance (in person or by proxy) to satisfy the quorum requirement.
 A meeting of owners called prior to turnover, pursuant to subsection 42(6) of the Act, is currently the sole exception to ordinary quorum requirements. The quorum for such a meeting is the owners who own 25% of the units that are not owned by the declarant. This requirement is unchanged by Bill 106. For additional information, see our Condopaedia entry on Quorum.
This situation can hinder important activities such as the election of directors, approval of financial statements, appointment of an auditor, passing of by-laws, or voting on changes to the common elements or services of the corporation. Further, the inability to obtain the requisite quorum for a turn-over meeting could prevent the declarant from turning the condominium corporation over to the unit owners. Where such decisions need to be made or turn-over needs to be achieved, the condominium corporation may be required to seek costly court intervention and potentially the appointment of an administrator to proceed.
Bill 106 attempts to bring a solution to a condominium corporation’s inability to meet quorum by:
 Presumably, any provision in an existing by-law that purports to increase quorum for owners’ meetings to 33 1/3% will be rendered ineffective once Bill 106 comes into force because of subsection 56(8) of the Act.
 It is unknown if there will be any prescribed meetings at this time; however, Bill 106 indicates that the government may impose a different quorum requirement for a meeting where there is to be an election of a director by the owners of non-leased voting units (which replaces the current “owner-occupied” position on the board). We’ll be covering this new position in more detail in a future Bill 106 Blog entry.
 Note that the Bill would permit the corporation to raise the quorum for such subsequent meetings back up to 25% by by-law, but it is not clear why anyone would want to do so.
A question arises as to whether an adjournment is a second, third or subsequent attempt to hold the meeting in question (since an adjournment is really just a continuation of the same meeting), or whether the meeting needs to be formally terminated each time quorum fails to be achieved in order for these provisions to be triggered. We suspect that the Ministry intends these provisions to be effective either way, provided that the business to be conducted at the meeting remains unchanged.
In that regard, boards and managers should note that when relying on these reduced quorum requirments in later attempts to hold a meeting, no changes are to be made to the agenda that was circulated as part of the notice for the first attempt to hold the meeting (i.e., no new items are to be added and no items are to be removed). The Bill provides that, other than with respect to matters of routine procedure at the meeting, no vote can be held at such subsequent meetings that was not disclosed in the original agenda.
This is a sensible provision. Without it, not only could the somewhat technical position be taken that the newly called meeting is, in fact, a different meeting and not a subsequent attempt at the original one, it will also help to prevent a board from trying to pass or vote on a contentious by-law or issue at a subsequent meeting with a reduced quorum unless such by-law or issue was disclosed on the original agenda.
Qualifying for quorum
In the next entry on Quorum, we discuss the fact that a unit owner’s attendance at a meeting (in person or by proxy) is not, in and of itself, sufficient to allow such owner to count towards quorum and that the rules for qualifying to be counted are proposed to be changed under Bill 106.