Convening a Condominium AGM Amid Concerns Over COVID-19?
March 18, 2020
Spring is typically Annual General Meeting (AGM) season for condominium corporations and with the COVID-19 virus having been declared a pandemic last week, condo boards should consider whether or not to proceed with scheduled AGMs. For many condo corporations, an AGM will be a “mass gathering” that corrals hundreds of unit owners together in one room, sitting in close proximity, often for several hours.
While Alberta’s Condominium Property Act requires condominium corporations to convene the next AGM no later than fifteen (15) months after the immediately preceding AGM, this is a unique situation in which common sense must be applied. It is highly unlikely that a condominium corporation will be penalized for a failure to strictly follow the legislated timeline in these circumstances.
If your condominium corporation has not already provided notice to unit owners of an upcoming AGM, it may be advisable to delay doing so until the COVID-19 pandemic is better controlled, and the infection spread curve has been “flattened”. If notices have already been sent out, those condominium boards should ask the following questions to help them determine whether to proceed:
- Have any owners/tenants or other residents in the corporation tested positive for COVID-19? What about property managers or other service providers?
- Have any owners/residents recently travelled outside of the country?
- What is the average age of residents in the condominium corporation? Could they be at a greater risk if they contract COVID-19 (e.g. older individuals)?
- How many units are in the corporation, and how many of those are generally represented at the AGM from year to year (i.e. how many individuals are actually expected to attend the AGM)?
- Where is the AGM being held, on-site or somewhere else, like a community centre, hotel or church?
- How large is the room/space for the meeting? Can individuals be sufficiently spread out so as to ensure the recommended social distancing of 2 metres?
If your condominium corporation contains more than 40-50 units, prevailing wisdom would strongly caution against proceeding with an AGM at this time. For condominium corporations that choose to proceed with an already-scheduled AGM, here are some precautions that can and should be taken:
- Owners should be encouraged to submit proxies rather than attending the AGM in person. Anyone who is feeling sick or displaying symptoms should be advised to stay home, and to assign their proxy to a board member or a neighbour who can represent them at the meeting.
- Limit attendees by requesting that only one (1) owner attend per unit, for units with multiple owners.
- Unit owners that will not be in attendance but wish to raise issues at the meeting, or nominate individuals for
board elections, should be permitted to submit these items to the board and/or property manager electronically in advance. - Consider conducting any ordinary or special resolution votes in writing, or electronically if your bylaws so allow.
- Some condominium corporations lack sufficient space on their properties to host AGMs, and often rent space at
community centres, churches, hotels and even public schools. Many of these locations may already have been affected, such that they are now closed to the public, closed to large gatherings, or have reduced hours. Contact the location to confirm any bookings that have already been made and find out what pandemic plans are in place. You should anticipate any arrangements having to change, or even being cancelled with little to no advance notice. - Stagger registration times to minimize line-ups when owners check-in for the AGM, and try to have access to
hand sanitizer. - Advise attendees to bring their own copies of materials that were provided along with notice to the AGM, and to
bring their own pens/pencils for signing in and casting any votes.
Most condo bylaws likely do not contain provisions for cancelling an AGM once notice has been sent out to unit owners. In these circumstances, the Board should call an emergency meeting for the purpose of deciding whether a meeting will proceed as scheduled, or in a modified format, or if it should be adjourned indefinitely. Once a decision has been made, this can be communicated to unit owners to provide them with as much notice as possible.
In my view, due to the unprecedented nature of the current public health emergency, the board of directors has the right to cancel an already-convened AGM, or to allow unit owners to attend the AGM electronically (even in the absence of a bylaw authorizing this measure). In light of the advice being given by public health officials to limit social contact as much as possible, my recommendation would be to cancel and/or suspend all owner meetings indefinitely.
As the situation evolves, new information about the COVID-19 virus is being constantly updated. Condominium corporations should consult government and public health websites to stay informed on the latest facts, advice and requirements.
Excellent blog/Article.
Perhaps you could let me know if a condominium corporation should obtain an indemnity from meeting participants due to the Covid-19 Pandemic
I have been considering whether condominium corporations should obtain indemnities, releases or some form of waiver from meeting participants, and discussing the matter with other lawyers who practise in the area of condominium law. There appear to be differing perspectives. Alberta’s condominium legislation requires the corporation to convene a physical meeting, regardless of concerns over COVID-19, and as such this might provide some liability protection in the event someone contracts the virus, traces it back to the meeting and decides to blame the corporation. In light of this, I tend toward simply recommending that the corporation include some language in the AGM notice itself, to the effect that, by attending the meeting, the owner assumes his or her own risk. The alternative is sending a proxy, or assigning a proxy to a board member. While all members of the corporation have a right to attend, there is no requirement that they do so at all, let alone in person.
Hi Erin,
Do condo boards have to hold an AGM this year or can they wait until next year. If they did decide to skip it what could the possible consequences be. Thanks
That depends on when the 15-month deadline expires for each particular condo corporation. If the deadline is this year, and it would have been reasonable to hold the AGM (for example, a smaller corporation with fewer than 50 units, that could hold an in-person AGM in compliance with public health restrictions), and the board chose not to do so, then it would be in violation of the Act. An owner could bring a court application against the board citing improper conduct, to compel the board to convene the AGM. In that case, the corporation may be ordered to pay some or all of the owner’s legal costs in making the application.
Hello! How quickly can a Board member request you cancel an upcoming AGM given the nature of covid and public health protocols. Ours is one week today, but covid numbers increasing daily. When is it ‘too late’ to request an adjournment?
I am not aware of any hard deadline for cancelling a scheduled meeting (although there may be something specific in your bylaws). It is always possible for the Board to meet and decide to cancel or postpone a scheduled AGM due to an emergency. However, in light of the expiry of the Ministerial Order suspending the requirement to hold an AGM, and especially the fact this suspension has not been renewed or extended, I suggest that whether or not there is a true emergency at present is debatable. If the Board cancels a scheduled AGM, unit owners who want it to proceed may try to compel a special general meeting, or take other action that could require the Board to reschedule the AGM. Depending on the size of your particular condominium, it may be better to just hold the AGM.
Exactly how does a Condo Board operate without any official By Laws? Our complex was using the Condominium Property Act, Annex 1 version. We had had ByLaws drafted but with the change of Governments in 2019 we were put on hold until the new Act was amended. As the ByLaws are used to create Rules, how would we do this using Annex 1?
Can rules still be developed without proper ByLaws?
Our board is at odds in regards to several areas such as Visitor parking, installation of Satellite Dishes, Renovations etc.
Any info would be helpful
Thank you in advance
Following the amendments to the Act and Regulations in January 2020, if your condominium does not have any bylaws registered with Land Titles it is now governed by those bylaws set out under Schedule 4 of the new Regulations. This is an updated version of those previously found as an Appendix to the Act. Condos that use these bylaws can still pass rules and policies, provided they do not usurp the place of a bylaw, or conflict with the bylaws, the Act or the Regulations. The purpose of rules and policies is to provide guidance to unit owners on what procedures the Board employs in its administration of the property and enforcement of the bylaws. Rules and policies must also be reasonable, and unlike the bylaws, cannot restrict an owner’s use of their unit. The board must also inform unit owners whenever a new rule is created, or it will not have any effect.
We were to hold our 90+ unit AGM last week but two days before the meeting, the province announced the new restrictions and Mayor Nenshi later announced a state of emergency for Calgary. Add this to the rapidly escalating COVID numbers and concerns from owners about safety, we felt we would be tone deaf to still hold the meeting. Our AGM deadline is quickly approaching. I tried contacting Service Alberta with no luck (on hold forever) and while our MLA’s office was responsive, I have yet to hear if we could be granted an extension for the AGM until COVID numbers settle down. We can hold a Zoom town hall to address various questions that would be brought up at an AGM…but what about approval of last year’s minutes, approval of the financial statements and election of a new board?
I agree that proceeding in the face of current COVID numbers, AHS restrictions and municipal responses would be foolish, especially in a condominium this large. A virtual townhall or information meeting is a great idea, but you would not be able to conduct any votes. The Board could send out the information package in advance of the townhall, also enclosing a proxy form and requesting that all owners sign and return it to the board, so as to at the very least approve the previous minutes, the financials, and the selection of an auditor. With enough proxies, and after providing notice to the owners, the Board could convene a very quick AGM with only board members physically present, at which at least that basic business may be transacted.
I am President of Gateway Villas located in Turner Valley Ab
Erin this is a 42 unit complex.
We were supposed to hold an AGM in June but Covid 19 did that idea in.
We now want to have an AGM virtually in January and make sure who ever is on Zoom is an Owner.
When the vote is called it is one vote per Unit so we believe we can also monitor that by double checking.
Do you see a problem in doing our meeting this way ?????
Mike King
Unfortunately there is no express authority in the Condominium Property Act or Regulations that permits virtual owners’ meetings. The best option might be to hold a virtual information meeting, and then circulate an ordinary resolution in writing to approve last year’s minutes, the financials, appointment of an auditor, and elect board members.
Wow! Congratulations, you guys! Thanks for taking the time to share your tips xo