Owners' Meetings
Also see: Annual General Meetings; Meetings; Meetings, Notice of; Requisitioned Meetings; Turnover
Meeting
Short Answer
Duly called meetings of all
unit owners for informational or voting purposes.
Definition
The Condominium Act, 1998, (the “Act”) specifically addresses two types of owners’ meetings: general meetings called by the board of directors of the condominium corporation, and requisitioned meetings, which are called at the request of a group of unit owners. Anything that the Act requires be approved by a vote of the owners can only be voted upon at a meeting of owners duly called for that purpose (cf. subsection 45(1) of the Act).
There are no provisions of the Act that either call for or justify the calling of meetings of only a select group of owners; however, individual owners may from time to time lose the entitlement to receive notice of a meeting, to count towards quorum at a meeting or to vote at a meeting.
General meetings
General meetings of the owners can be called by the board of directors at any time, subject to the Act and the by-laws of the condominium corporation.
Typically, a general meeting is called only when there is a matter to be voted upon pursuant to the Act (such as a change to the common elements, assets or services of the condominium, pursuant to section 97 of the Act, or to enact a new or amended by-law or rule, pursuant to either section 56 or 58 of the Act); however, the board of directors of the corporation may also decide to call an “information meeting” to discuss proposed projects or other issues of interest or concern to all owners.
Pursuant to section 45(2) of the Act, the board of directors must call the first general meeting of owners within three months of registering the declaration and description that create the condominium corporation. (Sometimes, this meeting is combined with the “turn-over meeting” required pursuant to subsection 43(1) of the Act.) Thereafter the board must call a general meeting of owners annually (the “annual general meeting” or AGM) within six months of the end of each fiscal year of the corporation. The AGM must address the financial statements of the corporation and is also typically when board elections will take place.
Requisitioned meetings
Pursuant to section 46 of the Act, unit owners may requisition a meeting of owners by presenting a requisition in writing that is signed by the owners of at least 15% of the units. The requisition is to be delivered to the president or secretary of the board either personally or by registered mail, or deposited at the address for service of the corporation. Provided that the requisition is complete and in proper form, the board is obliged to call and hold the meeting within 35 days of receiving the requisition.
The requisition must state what business is to be discussed and/or voted on at the meeting. Although owners may requisition a meeting to discuss any issue, an effective vote likely cannot be required with respect to any matters that are within the sole discretion or authority of the board of directors. If the meeting is called for the purposes of removing a director of the corporation, the director must be named and the reasons for the director’s removal must be specified.
There are no provisions of the Act that either call for or justify the calling of meetings of only a select group of owners; however, individual owners may from time to time lose the entitlement to receive notice of a meeting, to count towards quorum at a meeting or to vote at a meeting.
General meetings
General meetings of the owners can be called by the board of directors at any time, subject to the Act and the by-laws of the condominium corporation.
Typically, a general meeting is called only when there is a matter to be voted upon pursuant to the Act (such as a change to the common elements, assets or services of the condominium, pursuant to section 97 of the Act, or to enact a new or amended by-law or rule, pursuant to either section 56 or 58 of the Act); however, the board of directors of the corporation may also decide to call an “information meeting” to discuss proposed projects or other issues of interest or concern to all owners.
Pursuant to section 45(2) of the Act, the board of directors must call the first general meeting of owners within three months of registering the declaration and description that create the condominium corporation. (Sometimes, this meeting is combined with the “turn-over meeting” required pursuant to subsection 43(1) of the Act.) Thereafter the board must call a general meeting of owners annually (the “annual general meeting” or AGM) within six months of the end of each fiscal year of the corporation. The AGM must address the financial statements of the corporation and is also typically when board elections will take place.
Requisitioned meetings
Pursuant to section 46 of the Act, unit owners may requisition a meeting of owners by presenting a requisition in writing that is signed by the owners of at least 15% of the units. The requisition is to be delivered to the president or secretary of the board either personally or by registered mail, or deposited at the address for service of the corporation. Provided that the requisition is complete and in proper form, the board is obliged to call and hold the meeting within 35 days of receiving the requisition.
The requisition must state what business is to be discussed and/or voted on at the meeting. Although owners may requisition a meeting to discuss any issue, an effective vote likely cannot be required with respect to any matters that are within the sole discretion or authority of the board of directors. If the meeting is called for the purposes of removing a director of the corporation, the director must be named and the reasons for the director’s removal must be specified.
What you need to know…
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…as a Unit Owner
Owners should remember that their ownership consists of both title to their respective units and an interest in all of the common elements of the condominium. Major issues affecting the management and affairs of such property are discussed and decided upon at owners’ meetings. It makes sense to take an active interest into the affairs of the condominium corporation and attend all owners’ meetings, and all owners should be encouraged to do so. Owners can lose their rights to participate effectively in the meetings, and therefore the management, of their condominium corporation by (a) failing to pay common expenses and (b) failing to provide their names and addresses for service to the condominium corporation. Section 49 of the Act provides that an owner is not entitled to vote at a meeting if that owner’s contributions to the common expenses are at least 30 days in arrears at the time of the meeting. The owner’s right to vote can be restored by ensuring the arrears are fully paid prior to the start of the meeting. Such arrears could include unpaid “charge-backs” as well as outstanding regular payments. Also note that since a lien arises automatically once common expenses are in arrears, then pursuant to section 85 of the Act the owner may also have to pay interest and other expenses that are covered by the lien in order to bring the account up to date. Subsections 50(1) and 51(1) of the Act also provide that an owner is not entitled to count towards quorum or to vote at a meeting if the owner was not entitled to receive notice of the meeting. An owner is only entitled to receive notice of a meeting if the owner has, at least 20 days prior to the meeting, provided his or her name and address for service in writing to the condominium corporation for the purposes of the record to be kept by the corporation pursuant to section 47(2) of the Act. Owners who are not entitled to vote and are not listed in the section 47(2) record of the corporation are also not entitled to requisition a meeting pursuant to section 46 of the Act. |
…as a Board Member
Board members must pay attention to, and strictly comply with, the requirements of the Act and the by-laws of the corporation with respect to when and what meetings are to be held, and the timing and manner of notice to owners and mortgagees as well as quorum, voting and other procedural requirements. Competent property management or legal counsel can provide detailed advice in this regard. Board members must not take any actions that the Act requires be first approved by unit owners, such as enacting by-laws, amending the declaration or description, or making changes to the common elements, assets or services of the condominium corporation (that are not otherwise exempted from owner approval by subsections 97(1) or 97(2) of the Act), without holding the requisite meeting(s) pertaining to such actions. Boards should also ensure they plan and prepare for annual general meetings, so that they are not delayed. This means that instructions and information should be given to the corporation’s auditor in order to ensure the meeting does not need to be delayed on account of late receipt of the audited financial statements, which are required to be included with the notice to owners of the AGM – see section 69 of the Act. Subsection 47(9) also sets out other required contents of every notice of meeting. Other sections of the Act set out additional notice requirements for particular circumstances. In regard to a requisitioned meeting, the board can decline calling the meeting if the board is certain that false statements and/or misleading information were provided to unit owners in order to induce them into signing the requisition. (See, Perper v. York Region Condominium Corp. No. 860, 2012 ONSC 3019 (CanLII)) Generally, however, condominium boards must never use their discretionary power and resources to unfairly suppress owners’ rights. In short, a good board of directors will be willing to hear and attempt to understand owners’ concerns, and to allow for constructive solutions to be reached through team work and collaborative effort. Deliberately thwarting owners in the exercise of their statutory rights constitutes bad faith on the part of board members. |
…as a Manager
Professional condominium managers support boards in all their obligations with respect to owners’ meetings. They typical play a role in calling and/or organizing meetings, including sending out notices, and might or might not play an active role in the meetings themselves, such as taking minutes, leading discussions, delivering reports and overseeing elections and scrutineers. The manager typically should not chair owners’ meetings but, subject to the by-laws of the corporation and/or approval of the meeting, may sometimes be asked to do so. A good property manager will brief directors on major issues before meetings, in order to assist the directors to be well prepared for all possible issues and questions. Also, good recordkeeping on the part of the manager (to the extent it is the manager’s duty) is essential in order to accurately determine who is entitled to receive notice of and vote at owners’ meetings. |
…as a Declarant
A declarant is typically only involved in one or two meetings of the condominium, depending on whether and how sales are proceeding. The first of these is to take place on the later of (i) the 30th day after sales of 20 per cent of the units have been closed and (ii) the 90th day after transfer of the first unit. At this meeting, the unit owners are entitled to elect two additional directors to sit on the board along with the declarant’s appointed board. Then, under section 43 of the Act, within 21 days after the declarant ceases to own a majority of the units, the board of directors is to call a meeting of owners to elect a new board. This meeting is called the turn-over meeting. The first meeting is not required to be held if the conditions for calling the turn-over meeting arise first and the declarant informs the board of this fact in writing. There are many requirements relating to turn-over with which every declarant should be familiar. Our About Condo memo on organization and turn-over of a condominium corporation provides helpful information. |