Over two thousand years ago Greek philosopher Heraclitus stated, "the only constant is change." COVID-19 has refreshed that maxim, every day bringing constant change to Ontario's condominiums. Late in the day on Friday, April 24th, 2020, the Ontario Government made changes in keeping with the Emergency Management and Civil Protection Act, R.S.O. 1990, c.E.9., specifically to O. Reg. 107/20. Buried deep within this twenty-nine-page Regulation are significant changes to how condominiums may operate during the current pandemic.
In short two major & temporary changes have been passed. First, the requirement to hold annual general meetings are extended. Second, board and owners' meetings, including notices, may all be fulfilled electronically. In short, the need to hold an AGM is extended. If a meeting is to be held, the entire process may be electronically conducted.
Annual General Meetings
As known, a condominium's annual general meeting must be held not later than six (6) months after the conclusion of a condominium's fiscal year-end. That deadline has now been extended. If the ordinary deadline for the AGM occurs while Ontario's State of Emergency is underway, the deadline to hold the AGM is ninety (90) days after the State of Emergency has lifted. However, if the deadline to hold the AGM falls just outside (up to thirty days) after the State of Emergency has lifted, the deadline to hold the AGM is extended to one hundred and twenty (120) days. As a result, the deadline to have an Annual General Meeting
has been tabled, and shall occur either 90 days or 120 days from Ontario's State of Emergency being concluded.
Electronic Meetings and Service
That said, should a condominium wish to hold an owners' meeting during the pandemic, they may via electronic means. With amendments to O. Reg. 107/20 the entire process may be 'virtually' conducted. This also applies to directors' meetings. The changes follow three principles, being:
- Seeking the consent of a director to receive electronic service and participate in an electronic directors' meeting is waived
- Seeking the consent of a unit owner to receive electronic service of an owners' meeting is waived
- Conducting an electronic owners' meeting is permitted even i) if a condominium does not have a by-law permitting such or ii) if contrary to an existing by-law
These quiet changes to Ontario's condominium legislation are significant, albeit at this time, temporary. Property managers should consult with legal counsel, digital service providers, their IT departments and electronic meeting platforms to determine the most efficient and equitable manner to accept proxies, conduct voting, hearing from unit owners and how to chair an efficient electronic owners' meeting. Some condominiums may elect to extend AGMs. Other condominiums may wish to embrace the opportunity for a virtual meeting, perhaps adopting this change which may become the new constant.
The content of this article is intended to provide a general guide to the subject matter and is not legal advice. Specialist advice should be sought regarding your specific circumstance.