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.