AGM season is fast approaching for many condos. With the World Health Organization declaring COVID-19 a pandemic, and a constant stream of updates and cancellations, many corporations are considering what steps they may be able to take to help mitigate risks and whether they can or should postpone their AGMs.
While the Public Health Agency of Canada (“PHAC”) continues to assess the public health risk associated with COVID-19 to Canadians as low, PHAC has developed guidance relating to public health measures to reduce and delay transmission of COVID-19.
Condos can play a role in “flattening the curve” (see figure below) – a phrase used to refer to the impact of appropriate public health interventions (such as social distancing, hand hygiene, and respiratory etiquette) to reduce the number of overall cases and health effects.
PHAC has also developed a very informative guideline aimed at helping event planners assess risks, options, and considerations associated with upcoming “mass gatherings”.
For many corporations, an AGM is indeed a “mass gathering”, bringing together many owners in one room, likely sitting in close proximity for a couple hours at a time. AGMs often have only one entry and exit point, where all owners register with the registration desk, share a pen to sign in, and touch the same door handles.
These factors can increase the risk of transmission if the virus is present within the community.
From a proactive public health perspective, and to assist in “flattening the curve”, postponing an AGM may be warranted in certain circumstances, especially in condos with a more vulnerable population.
However, Section 45(2) of the Condominium Act, 1998 (the “Act”) requires corporations to hold AGMs within 6 months of the end of the fiscal year. Postponing an AGM could result in failing to comply with the 6 month timeframe. While corporations are required to comply with the Act, we would encourage corporations grappling with upcoming AGMs to consult with legal counsel during this constantly evolving situation.
As noted by PHAC, “decisions regarding mass gatherings can be considered on a continuum from no changes needed, to enhanced communication to attendees, to risk mitigation strategies being employed without cancelling the event, through to postponement or cancellation of the event”. Corporations will fall somewhere on this continuum, depending on a wide range of considerations, including:
- Have any owners/residents/service providers tested positive for COVID-19?
- Have any owners recently traveled to any of these locations?
- Is the demographic of the corporation at a greater risk (i.e. older adults)?
- How many persons are expected to be in attendance?
- Where is the AGM being held – in the corporation or a local community centre?
- How large is the room? Is there adequate space to create the recommended 2 metre distance between attendees?
- What is the typical duration of the corporation’s AGM?
Many corporations will be proceeding with their AGMs as planned. For those corporations doing so, we recommend proactively employing various risk mitigation strategies, such as the following:
- try to limit the number of in-person attendees, by encouraging only one attendee per unit, using electronic voting, or electronic submission of proxies, and/or live-streaming of the meeting;
- change the venue to prevent crowding and increase distance between attendees;
- stagger the registration times for the registration desk (i.e. provide a schedule for owners of certain floors to register at different times, to minimize the line-up at the registration desk);
- encourage owners to bring their own pen/pencil to sign in and cast their vote;
- increase access to handwashing stations and sanitizers; and
- request individuals who are ill, exhibiting symptoms (a fever, cough, or difficulty breathing), or been in contact with individuals who have exhibited those symptoms, and/or recently traveled to any of these locations to stay home and participate electronically or by proxy.
Guidance on the COVID-19 is constantly changing as new information emerges. Corporations should continue to monitor government websites for updates.
Special thanks to Natalia Polis for her assistance in drafting this blog post.