It’s finally here – answers to those questions that many of you have asked these past few weeks. On Friday April 24, 2020, the Province of Ontario issued the Order in Council providing us some much needed guidance – and flexibility – for AGMs. This Order is retroactive to March 17th and will last for the duration of the emergency period.
Can your AGMs be postponed?
If your last day to hold your AGM falls within the period of the emergency declaration, the Order allows the extension of your AGM until no later than 90 days following the termination of the emergency.
Also, if the last day to hold your AGM falls within 30 days from the date that the emergency is terminated, the AGM can be extended to a date that is no later than 120 days from the date that the emergency is terminated.
Do we need a by-law to have a virtual meeting or electronic voting?
During this temporary period of emergency, no by-law is required. Right now, Corporations can now hold fully virtual meetings – AGMs, requisition meetings, or any other owner meetings.
You may wish to use this opportunity to pass a virtual meeting and electronic voting bylaw – so that once the emergency is terminated, you will be able to continue holding virtual meetings and electronic voting. With virtual meetings come many potential benefits, but also potential drawbacks. Passing a by-law governing how virtual meetings are to take place can help to ensure that proper governance protocols and safeguards are put into place to allow full owner participation in the voting process (not just limiting voting to those in attendance at the virtual meeting), and full transparency (i.e. owners access to view/listen to all questions and show of hands/motions). This by-law only requires a majority of those units represented at the meeting (e-votes, proxies, or present online) in order to pass.
What if you have already given notice for a meeting that was to be held during the emergency period and you are now going to proceed with a virtual meeting and electronic voting, do you need to send a new notice?
No! There is no requirement to send out a new notice form, but you must still advise owners about the change in another way (i.e. email, elevator posting, etc.).
Can an owner in arrears attend a virtual meeting and vote?
An owner can attend the virtual meeting but will not be able to vote and will not count towards quorum if they are in arrears of common expenses for greater than 30 days prior to the virtual meeting. This is the same as in-person meetings.
Do we still have to send hard-copies of notice packages for our AGM or other meetings to owners who have not provided their electronic consent to notices?
No! As long as you have the email address for an owner, during the period of emergency all notices may be sent by email – even if they have not specifically provided their consent. Once the termination of the emergency occurs, consent will again have to be obtained.
Any owners that have not provided an email address to the Corporation will still require notices be sent in the ordinary course.
What about Board Meetings? Can they be held by teleconference?
Yes! Consent is no longer required from all of the directors during the temporary emergency period.
We’ll have lots more discussion on this topic this Wednesday, April 29th at the next Covid-19 Webinar. Click here to register.