On the evening of Friday April 24, 2020, the Ontario government expanded the scope of its emergency orders to now address various issues relating to condominium owner and board meetings.
The orders are retroactive to March 17, 2020 and will apply, unless amended further, for the duration of the emergency order. The (temporary) emergency orders now include the following provisions relating to condominium meetings:
A. Highlights of Updated Emergency Order – Condo Meetings
Time Extension for Annual General Meetings
Where the deadline to hold an AGM falls within the period of the declared emergency, the time to hold the meeting is extended to 90 days after the emergency is terminated.
Where the deadline to hold an AGM falls within 30 days after the declared emergency is terminated, the time to hold the meeting is extended to 120 days after the emergency is terminated.
Meetings of Owners by Electronic Means
Meetings of owners may now be held by telephonic or electronic means, despite any by-law.
Voting by Electronic Means
Voting at meetings of owners is now permitted by telephonic or electronic means, without the need for a by-law.
Service by Electronic Means
Anything required to be served/given in connection with meeting of owners may be served/given by electronic means. This includes notices of meeting and preliminary notices of meeting.
Change in Date, Time or Place of Meetings of Owners
If a notice of meeting of owners has been sent, and the meeting date falls within the period of the declared emergency, the condominium can change the date, time or place of the meeting in order to hold the meeting by telephonic or electronic means, without having to send another notice of meeting. The condominium, however, must notify those who received the notice of meeting of the change within a time that is reasonable in the circumstances.
Meetings of Directors
Notices of board meetings may now be sent electronically, whether or not the by-laws specify otherwise.
Perhaps more significantly, the requirement that all directors must consent to the holding of a board meeting by teleconference is suspended.
B. Initial Observations
The board meeting change to not require consent of each and every director is welcome. We have seen recent situations where board members have refused even in the face of the pandemic to consent to teleconferenced board meetings.
Note that only the deadlines for Annual General Meetings have been extended. Requisition meetings, for example, would keep the same deadlines although now may be called and held electronically without an in-person component of the meeting.
The emergency order permits but does not require that Annual General Meetings be delayed. It will be interesting to see if condominiums proceed with Annual General Meetings electronically, rather than wait until an in-person component of meetings is possible after the emergency.
The end date of the declared emergency is currently May 12, 2020, but this could be extended (earlier end dates have been). Many condominiums have Annual General Meeting deadlines of June 30 and they are now in a potentially tricky situation of planning for an Annual General Meeting where the deadline for holding it may be extended if the emergency declaration is extended (which is not a certainty).
Condominiums may want to, in any event, seriously consider enacting an electronic voting and electronic attendance by-law (eg. web-based video conference) while meetings can be held entirely in a ‘virtual’ manner. This may prepare condominiums for meetings later in the year when many owners, in light of COVID-19 concerns, may appreciate additional options to in-person attendance and voting.