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Most Alberta Condo Corporations are due for an Annual General Meeting, but the guidelines for doing so safely during the province’s COVID response are very unclear. While AGMs are required by law for corporations, it may make sense to simply cancel this year’s AGM if there is nothing to vote on.
On April 9th, early in the Alberta Pandemic response, the government suspended the requirement for AGMs, as well as “the ability of a unit owner to compel a Special General Meeting (SGM)” … read more at CCI North’s website: https://www.ccinorthalberta.com/suspended-condo-time-frames-and-rights-of-entry/
Fast forward to today and the suspension has been lifted.
Alberta Condominium AGMs are required as of August 2020
According to the Alberta government website:
As of August 14, 2020 condominium corporations are required to hold annual general meetings and/or any special general meetings requested by owners under the Condominium Property Act:https://www.alberta.ca/condominium-rules.aspx
– Annual general meetings are to be held no more than 15 months after the previous AGM
– This timeline was temporarily placed on pause as of April 9, 2020, by the Ministerial Order, which has now lapsed
Corporations need to begin planning necessary meetings now and work with their legal counsel to determine a date for AGMs delayed by COVID-19.
Consider canceling this year’s Condo AGM?
In William Shakespeare’s Hamlet, Prince Hamlet has a dire situation, where he bemoans the pain and unfairness of life but acknowledges that the alternative might be worse.
Caught between a rock and a hard place … Alberta corporations must hold an AGM, but at the same time, you may not be able to hold one legally due to Alberta Health Services AHS COVID-19 guidance.Peter Best, Magnum York CEO/Broker
This is indeed a grey legal area, succinctly and expertly detailed by SVR Lawyers: https://www.svrlawyers.com/news-highlights-posts/2020/7/23/condominium-corporations-and-electronic-annual-general-meetings-during-covid-19
Our advice to Magnum York Condo Corporation clients: “Cancel The Annual General Meeting”
There are three fundamental aspects of a Condominium AGM:
- The owners can vote to elect a new board
- The financial health of the condominium is communicated (typically, just the Financial Statements)
- Issues are put forward that need to be discussed by the owners and potentially voted on
Regarding point 1 … If the board is restricted to 1 or 2-year terms, electing a new board will trigger the need to have an AGM. However, if the board just needs to replace a member here or there, this can be done in normal practice outside of the AGM, with the board approving a replacement at any time.
If there are no owner issues, or if they can be acceptably communicated in other ways, then point 3 doesn’t apply.
The Financial Health of the condominium can be communicated through documentation sent by email and/or mail.
Prepare a “Notice Of No AGM” Letter
Our Property Managers have created a template for a “Notice Of No AGM” Letter that Boards can adopt and send out to ownership.
You could also use this “Notice Of No AGM Letter” to ask for volunteers to be considered to fill any vacant seats on the board.
What If Your Corporation HAS To Have An AGM?
If your Condo Corporation HAS to have an AGM, then you must do it safely. And that can be complicated.
Condo corporations are not exempt from adhering to public health restrictions, but must now find a way to convene an AGM within the legislated time frame, and without offending those same restrictions.https://blog.fieldlaw.com/2020/08/19/ministerial-order-009-2020-expired-condos-once-more-required-to-convene-agms/
Here’s is the Alberta Government .PDF document regarding guidance for indoor events during the COVID re-launch: https://www.alberta.ca/assets/documents/covid-19-relaunch-guidance-indoor-events.pdf
Due to the “pause,” the calculation for WHEN your AGM should occur is a little cryptic.
An example of condo timeline provided to us by Victoria Archer of Gledhill Larocque. Ms. Archer explains that the suspension means that time was essentially “paused” during the Order. Think of it as if the “Calendar” goes from April 9th and the next day is August 14th.https://www.ccinorthalberta.com/ministerial-order-from-service-alberta-expires-no-extension/
- The condo corporation’s last AGM was May 10, 2019. The 15 month limit would have expired on August 10, 2020.
- When the Order came into place, April 9, 2020, it had been 11 months since the last AGM. The Corporation had 4 months (May 10 to August 10) left to call the meeting.
- Remove the time frame April 9, 2020 to August 14, 2020 from the “Calendar” so that on August 14, 2020, the condo corporation still had 4 months to call their AGM.
- Four months from August 14 is December 14, 2020. That’s the new deadline for their AGM.
Video Online Conferencing for your AGM?
The safest alternative to consider for your AGM is video online conferencing like Zoom, Teams, Skype, etc…
If you have a small condominium, say less than 20 or so owners, video online conferencing is a good alternative. The trick is to make sure you can see everyone on the screen when a vote occurs (we also recommend doing a screen capture of your vote and include as part of the minutes).
If you have owners that have disagreements, or tough issues to work through, we do not recommend video conferencing for any size of Condo.
Your bylaws should allow for Video Conferencing for your AGM to be 100% legal. If any owner challenges decisions in a video conference and it’s not in the bylaws, then the law will not uphold the decision.
As always, we recommend you get a legal opinion from a lawyer when thinking this issue through.
In-Person AGM or SGM?
If you choose to host an in-person AGM, there are a number of considerations in order to comply with AHS Health Guidelines. As of August, owners can also start compelling an SGM again. All meetings must also follow AHS health guidelines.
What Are The Alberta Government Limits on The Number Of People Allowed At A Condominium AGM?
If the venue chosen (such as a Church, Bingo Hall, School) has good seated arrangements, the maximum number of people allowed is 100. Mingling AGM’s (where people stand or mill about) are restricted to 50 people. The venue MUST also allow for social distancing of 2 metres.
Remember that you have to allow for the TOTAL number of people that will show up, not just the # of units. If your building has 50 units with multiple owners in each unit, you could have up to 75 to 100 people actually show up. The opposite may be true … sometimes you may not get anyone showing up. The decision is very unique to the situation of each condominium.
Make sure you book your venue in advance and have all the details worked out. Many venues are closed at this time, and places like schools are quickly closing their doors to community events.
So, this is where it gets tricky for bigger condominiums, and why we (and others) are recommending not having the AGM at all.
If your condominium corporation contains more than 40-50 units, prevailing wisdom would strongly caution against proceeding with an AGM at this time.https://blog.fieldlaw.com/2020/03/18/convening-a-condominium-agm-amid-concerns-over-covid-19/
Other Considerations For Your In-Person AGM
If you DO hold an In-Person AGM, you’ve got to proceed cautiously:
- Your venue needs to be 100% compliant with COVID 100-person gathering recommendations. This includes social distancing, making masks available, ensuring sound systems are up to the task, providing hand sanitizer, etc…
- You must allow for enough space for everyone to show up, you cannot turn people away. You can “request” that only one owner per household attend, but legally, they are allowed to attend.
- Do not provide any materials at the AGM. All documentation, spreadsheets etc… can be sent ahead of time, and if needed to be printed, the owners can be responsible to do so and bring it with them
- Do not provide refreshments at the AGM.
- Start on time. Stick to the agenda. Be succinct.
- If you can, have people complete a sign-in sheet with the 7 questions asked regarding COVID transmission. Here’s a link to the AHS website form: https://www.albertahealthservices.ca/assets/info/ppih/if-ppih-covid-19-daily-fitness-for-work-screening-questionnaire.pdf.
This is NOT mandatory wrt to guidance from Alberta, and if managing the lineup is going to cause social distancing issues, then you could just as easily post the questions.
- Make sure owners that are uncomfortable with attending can easily prepare proxies and have them brought to the meeting
Are You Following Your Course Of Action In Good Faith?
If your Condo Board proceeds in good faith … with no rule book, mixed guidance from lawyers and government authorities, good communication with your owners and it somehow fails later … your documentation and minutes showing how (and why) you proceeded thusly will provide good backup.
Talk to your Magnum York Property Manager and Legal Counsel as to your best course of action.