Is an AGM during a Pandemic Worth a Life?

KC writes:

Dear Paul: Our condo corp. sent out a notice 6 weeks ago that it was not going to have an AGM this year. Our year end is March 31 and we usually have our AGM early May. Our by-laws do not allow it as well as the Act states that this would go to a vote and everyone has to agree. A few of us suggested that they wait until after the webinar that the MCC recently put on to see what can be learned. We are a small group of 32 separate houses in our development which would allow us the form a quorum with proxies and still practise social distancing. In addition, we could get a quorum using video conferencing apps. If they are steadfast in cancelling the AGM this year, what recourse do we have?

Paul replies:

KC: According to the Condominium Act, a meeting of the ownership must be held within six months of the fiscal year end. Since your year end is March 31, you have until the end of September to fulfil this obligation.

It is my understanding that an AGM can only be waived if all unit owners consent in writing to do so. The Manitoba Condominium Act states that:

Annual general meeting

110(1)

Within six months after the end of each fiscal year of a condominium corporation, the board must hold a general meeting of unit owners.

Waiver of annual general meeting

110(2)

The board is not required to hold an annual general meeting if, before the date on which the meeting must be held, all unit owners entitled to vote

(a) waive, in writing, the requirement to hold the meeting; and

(b) give their written consent to resolutions that elect a new board by acclamation or deal with any other business.

The matter of holding a general meeting in person is not just a question of having a quorum and maintaining social distance, you need to ask yourself if it is worth the risk. Is there a matter that is so important to the corporation that it cannot wait and be postponed? Is it worth a life? Should, (heaven forbid!) someone that has COVID-19 but is asymptomatic spread the virus to other members of your community, could the corporation be held liable? A lawyer would need to be consulted to answer this question. If the government directives limiting large gatherings are still in effect when you hold your AGM, the corporation’s liability could be much greater.

Teleconferencing is an option, but only if your bylaws allow. The Act states:

Attendance by teleconference

119(1)

A condominium corporation may, by by-law, provide for attendance at a general meeting of unit owners by telephone or any other communication system that allows concurrent participation.

My experience with teleconferencing is that unless someone has experience with the apps, and everyone is somewhat comfortable with technology, are equipped with computers capable of handling the software, and the upload and download speeds of your internet service to which you subscribe, it may be a challenging way to hold a meeting. In other words, many things can go wrong.

What recourse do you have? I would first attempt to convince the Board not to cancel the meeting until next year, but to postpone the decision as to when to hold the AGM closer to the end of your six-month window to hold the meeting. The current situation is so fluid, that a postponement rather than a waiver of a meeting may be a solution worth exploring. Secondly, if 25% of your ownership sign a request to hold a Special Meeting, you may be able to convince the entire group to hold an AGM sooner rather than later. However, your only option would seem to be a meeting by teleconference since as of this date the government has not lifted its order that limits gatherings to no more than 10 people at any indoor or outdoor premises.

“What is so important to the ownership that it can’t wait until it is deemed safer to meet?”

Be Well! Be Safe!

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