Owners’ Meetings and Voting

There are two types of meetings to which owners have a right: the regular annual general meeting (AGM) and requisitioned meetings. The latter are less common but could be even more important. In both instances, the issues of quorum, proxies, and of voting are key and we begin with these.

What is a Quorum?

 A quorum is a specified minimum percentage of owners who have to be present, either in person or through a proxy, for a meeting to be valid. In Ontario, it is 25% of all units in a condo.  If one person owns 30 units in a condo of 120 units, this person counts for 30 and can constitute the quorum by herself!

When too many owners leave a meeting before it is concluded and the quorum is lost, the meeting has to be stopped while an attempt is made to regain the quorum. If this fails, the meeting has to be adjourned. No vote can be taken and no business can be transacted.

What Are Proxies?

A proxy is a person who represents an owner. This person receives a proxy form. The usual language in condos refers to the proxy form as the proxy. This form--generally one page-- serves several functions.

First, proxies allow owners who cannot attend a meeting to be represented to help constitute a quorum (and that’s very important). Second, proxies allow owners to vote for the candidates of their choice or for a by-law without attending the meeting.

Proxy Form

Owners have to fill out the proxy form, write the names of the persons who will be responsible for the proxy or will attend the meeting on their behalf, and write the names of the candidates whom they want to elect. (Click here for How to Fill Proxy Form)

At the bottom of the proxy form, owners have to sign and date. The proxy is then given to the person named on the form. If this person will attend the meeting, then he or she brings the proxy to the registration desk before the meeting. The manager or a board member will then register the proxy.

If owners want to vote, they have to write the candidate’s name or put their signature next to a proposed by-law. No one else can vote, not even the proxy person. This Ontario Condo Act requirement was put in place in order to eliminate abuses of power.

Cautionary Note

Unfortunately, in some condos, boards, managers, or groups of owners occasionally do fill out proxies in order to elect whom ever they want or to pass a by-law they want. This constitutes fraud.

While someone can help an owner fill out a proxy, only the owner can fill in candidates' names and sign the proxy form. No one can vote for someone else!

If an owner or a board member is collecting as many proxies as possible to ensure a quorum, these filled forms should be brought to the management office so that it is pre-registered. This saves time and prevents long lines forming during registration.

However, in situations  where both boards and managers are in collusion against owners or a requisitioned meeting is taking place, owners with a lot of collected proxies should hold on to these until the meeting itself.

An owner who owns two suites can attend a meeting in person and bring a proxy form (all filled out) for his or her second suite. If she can’t attend the meeting, then she has two proxies to give to someone else or bring to the office. In Ontario, an owner has as many proxies as he or she has units. An equivalent situation exists in other provinces.

This is a problem in small condos when one person may own 6 of the 10 suites. In effect, such a person can elect anyone he wishes: He rules the condo. It is also a problem when one company or one person or one family owns many suites in a high-rise condo. Such a large number of proxies is sufficient to sway votes.

Proxies have to be retained for at least 90 days after the AGM or a requisitioned meeting in the event that someone contests their validity.

What Voting  Percentages Are Needed?

In Ontario, voting percentages needed depend on what is voted.

The proportions of votes needed for various purposes vary and this can be confusing.  Before owners call a requisitioned meeting, for instance, they have to understand how many votes they will need to accomplish their goals.

In order to clarify this issue of percentages, all the percentages needed to pass a motion, a by-law, or to elect directors in Ontario are indicated in a table below. As can be seen, obtaining an affirmative vote is easiest for AGMs and elections of directors because only a majority of the votes of owners present, in person or by proxy, is necessary once the 25% quorum of all suites is achieved.

In other words, it takes a quorum of 25% of all suites for an AGM to proceed and a simple majority vote among those present to elect directors.

However, removing directors or an entire board is much more difficult because this requires an affirmative vote by a majority of all suites, or over 50% of all units. This means that, in a condo with 100 units, 51 affirmative votes are necessary, either in person or by proxy, for the removal of a director. Obviously, it is difficult to obtain the cooperation of so many owners of units, especially in condos where a majority of owners live elsewhere. 

 

PURPOSES VOTES NEEDED
Quorum for the AGM to proceed 25% of all suites, in person or by proxy, must be present
For an affirmative vote at the AGM A majority of the suites represented at the AGM
To elect directors at the AGM The candidates with the most votes win
To elect the director for the owner- occupied position The candidate with the most votes from owner-occupied units wins
To pass a by-law An affirmative vote from a majority of all units
To amend the declaration to change the proportion of fees paid by units Written consent from 90% of all units
To amend the declaration Written consent from 80% of all units
To call a requisitioned meeting 15% of all units must sign a petition
To permit the board a large expenditure that is over 10% of the budget (either at the AGM or at a requisitioned meeting) An affirmative vote from 66% of all units
To vote for the removal of a director at a requisitioned meeting An affirmative vote from more than 50% of all units
To vote for the removal of the director who holds the owner-occupied position An affirmative vote from more than 50% of all owner-occupied units

Annual General Meetings

AGMs should be held annually, within six months after the beginning of a new fiscal year. AGMs constitute the only opportunity that owners have to gather, meet with each other, get acquainted with the board of directors in its entirety, and hear out the issues and even be able to ask questions.

Condos generally post a notice several weeks before the AGM to seek candidates for the board when there is a vacancy or a director’s term expires. (When a director intends to continue, he or she has to be a candidate again.)

There is no limit as to the number of consecutive terms that a director can serve--at least, in Ontario.

The deadline for the receipt of candidacies is stated on the notice. Also stated may be a sentence to the effect that candidates should present a brief and relevant resume as well as a statement of intent explaining their goals.

Notice of Meeting

Then, a written notification of the annual general meeting has to be sent to owners’ address of residence at least 15 days before the meeting. However, only owners listed on the 20th day before a meeting are sent a notice.

The notice of meeting, also called the AGM Package, contains the agenda, the minutes of the previous year’s AGM, the auditor’s report and audited financial statement, the certificate of insurance, statements from candidates for election to the board, and a proxy form.  A reserve fund study and related plan may also be attached where relevant.

The Meeting Begins

The official meeting can begin only when there is assurance of a quorum. Let's say that there is a quorum but it is only by one person (or unit). If, during the course of the meeting, this person leaves, then the quorum is lost and the meeting has to end at that point.

Only owners, their proxies, or their mortgage company can attend these meetings along with the management company and the auditor, as invited by the board. Owners in arrears for more than 30 days can attend but are not permitted to vote. Attendance by any other person is with permission of the chair. The chair has control over the assembly and unruly or rude persons can be evicted accordingly.

It is better for the dignity of a condo, as well as for its property value, if everyone is polite even when controversies exist. Discussion should be encouraged but a discussion can be civil and so can disagreements. 

Owners should not be prevented from asking questions and raising issues.

Many owners have writen to complain about the way AGMs are conducted in their condos. Some of these letters are posted in Issues with Lawyers.

The president of the board generally chairs the meeting, although the condo lawyer or manager can do so with the permission of the assembly. Except in complicated legal situations, which should rarely happen, it does not inspire confidence when a president doesn’t chair the meeting.

Minutes are often taken by a paid recorder. At least two scrutineers from the assembly are elected after the chair asks for volunteers. Scrutineers are the persons who count proxies for quorum and then count votes. The manager cannot do this alone: The process needs transparency.

The chair, upon being told that a quorum exists, can proceed with the meeting. The AGM includes the approval of the minutes of the previous year, the president’s report, the auditor’s report, the election of the auditor by owners, the candidates’ statements, and the election of directors. On special occasions, by-laws may be presented and voted upon. There should be a question period.

Before minutes are approved, the chair must ask if there are corrections. Corrections should have been made before the AGM package was printed. The person responsible for these minutes is the person who chaired the previous meeting, generally the president.

If the president has resigned between the two meetings, he is still responsible for these minutes, especially for the president’s report. In such a situation, the board should have made the minutes accessible to the former president for corrections.

A vote for the approval of the minutes should not take place until the minutes are corrected or an agreement to correct them (when corrections are too numerous) is reached and accepted by owners.

President's Report

The President’s report should be accurate and as informative as possible. It should explain what has been accomplished in the past year and what is intended for the forthcoming year. An effective president uses this report to frankly discuss the positive aspects of the current situation as well as the negative ones that need to be corrected.

He or she should use this opportunity to motivate owners to cooperate on some issues, whether it is energy savings, cleanliness, civility, treatment of staff, or noise problems.

Meeting

The president's report should be recorded and printed in the following year's AGM package as it was given--not embellished to reflect ideas that the president subsequently had...

Election of Directors

The chair will first ask if there are nominations from the floor. A person so nominated can become a candidate. Then, candidates give their statement, one after the other. This is the only opportunity that owners have to hear candidates. Unfortunately, candidates are rarely asked questions that could be more revealing than their prepared speech.

It is suggested here that about 3 questions be asked from the assembly or from the board, and each candidate should answer each question. A rotation should take place so that the same candidate is not always the last to answer. If these questions pertain to key issues in the condo, the answers should be revealing.

However, such a session should be carried out with dignity and personal questions avoided. Otherwise, no one will want to go on the board so as not to be subjected to personal indignities.

Each owner in attendance has received a ballot during registration. The manager or a board member passes a closed ballot box. The votes are counted by the scrutineers and the results brought to the chair who announces the names of elected directors.

Auditor's Report and Election

The auditor generally explains in person the report he or she has given the board and which is included in the AGM package. Owners can ask questions, time permitting. It is helpful to send complex questions ahead of time so that the auditor can bring the necessary documents to answer them credibly.

Auditors are elected by owners at the AGM. (Click here for Condo Auditors and Lawyers)

Requisitioned Meetings

Requisitioned meetings are special meetings. They are usually called or requisitioned by owners or by a board member or the entire board. For instance, if 3 of 5 board members suddenly resign, then the remaining two board members have to call a meeting as soon as possible because no board quorum exists and no business can be carried out. In such a situation, the remaining board members cannot appoint directors because they themselves no longer constitute a board: New board members need to be elected by owners as directors can be appointed by the board only when a quorum of directors remains.

Meetings are generally requisitioned by owners when:

  • a new rule is presented by the board and a number of owners disagree with it;
  • a board posts a notice to the effect that an existing rule is changed or is eliminated and a number of owners want it to remain;
  • some owners want to obtain more information from the board or have the board hear their concerns;
  • owners wish to vote against a board's decision to install a new system or proceed with an improvement that goes beyond 10% of the budget;
  • some owners want to remove a director from the board or want to remove the entire board.

In the latter case, the petitioning owners  would need to have a slate of competent replacement candidates willing to be on the board to replace the others.

How To Requisition a Special Meeting of Owners?

Please click on the next section.

How Is a Requisitioned Meeting Organized?

Step 1: Organizing the Petition

The first step in requisitioning a meeting is to orgainze a petition  with signatures of at least 15% of owners of all suites.

This means that owners who take the initiative should draw up a petition, list the issues to be discussed, or, when this is the goal, give the name of the director who should be removed and the reason why. Then, they have to obtain enough signatures (owners’ names and suite numbers) to cover 15% of suites.

This task will be easier if the initiating persons have a small network of neighbours who agree with their cause and can help obtain signatures in the condo.

Unfortunately, when a great proportion of owners do not reside in the condo, the task will be more difficult—especially when many owners do not speak English. Preparing a translation in at least one key language is helpful.

At least in Ontario, if the intent is to remove a director or the entire board, the other issue that the initiators have to consider is that the affirmative vote needed at the meeting itself is a majority of all units or over 50%--and not just a majority of owners present at the meeting. Therefore, if too many owners live elsewhere, this will be nearly impossible to achieve. (See Section 46 in Legislative Brief)

Step 2: Obtaining the List of Owners

Once signatures for 15% of units have been obtained, requisitionists approach management (or the board, depending on the situation) to organize a meeting. At that point, this is where things may get "sticky" and “politics” may begin.

And things are more likely to get sticky when managers feel threatened by the meeting. For instance, incompetent managers can lose their contract as a result of a change from a bad board to a good board. As well, managers may refuse to proceed if they dislike the initiators, or they like the director whom requisitionists want to remove. In theory, managers should remain neutral: But the reality is different.

Therefore, managers and boards, especially those who are ignorant of rules and the Act, may give a flat-out “no.” Period. If this happens, keep reading below. Or a manager may say, “OK, but you organize it.”

Requisitioned meetings are a right given under the Condo Act. (The initiators should consult the relevant sections in the Condo Act which begin with Section 46.)

If the management or board refuses the requisitionists, then, the initiators will need access to an owners’ list and addresses in order to send out the notice. The condo corporation is required to pay for the costs of printing, labels, paper, envelopes, and stamps.

If everything fails and the board refuses to call a meeting and to provide a list of owners, the requisitionists should meet and decide if they will consult a lawyer to obtain a Court order forcing the board to comply.

As you can see, unless you are fortunate to live in a condo where over 70% of owners are resident, it is practically impossible for a small group of owners to requisition a meeting for the purpose of removing directors if the board prevents it: Who can afford to hire a lawyer and pay Court fees? (For the section on Owners' Problems of Legal Recourse, click into Auditors and Lawyers; also see letters in Issues with Lawyers)

Step 3: Organizing the Notice for the Meeting

Let’s assume that management agrees to organize the meeting or provides the list of owners and accepts to reimburse the initiator afterwards. What needs to be done?

  • If the goal simply is to request that the board discuss or provide more information on a given issue, then all that is needed is to draw up a notice stating the topics to be discussed. You will also need to include a proxy form in order to make certain that you will have a quorum of 25% of all suites. 
  • If you want to object to a new rule or to prevent a useful rule from being withdrawn by the board, then you will need to state this on the agenda, provide the exact wording of the rule that you object to, or how it should be reworded, if this were the case. You could ask owners to sign their name on the proxy form to indicate that the rule is not acceptable or that the rule should be retained.  If a majority of owners who are present (either in person or by proxy) vote in one direction, then, this is what passes. 
  • If you want to prevent your board from spending over 10% of the annual budget on an improvement, replacement, or change, then the onus really is on this board to obtain  affirmative votes from 66% of units in favour of this project. It should actually have been this board’s duty to have requested owners’ permission. (Click here for Owners’ Permission)
  • However, if a meeting is called to remove a director, things are more complex. The name of the director and the reason for removal has to be stated. Examples: does not communicate with owners; conflict of interest; never attends meetings; owners disagree with policy; does not follow rules--whatever the case might be. In other words, one does not remove a director simply because he is unpleasant! 

When a large proportion of owners speak two or three languages other than English (or French in Quebec), it is helpful when key communications are translated. This is a civic gesture,  good business, and will help achieve the goals of the meeting.

Then, the proxy form gives the director’s name and owners sign for removal (or against). If more than one director is being removed, a vote or signature has to be received for each one individually.

The notice of the requisitioned meeting should also include the name(s) of one or more candidates who have already volunteered to replace the removed director. This or these candidates should also have provided a statement of intent and goals. Owners who cannot attend have to insert the name of the candidate they wish to vote for on their proxy form. There are variations in terms of the layout of these proxies. (Click here for a Sample Proxy Form)

At this point, as a majority of or 50% plus of units have to vote for a director’s removal, the requisitionists will have to do quite a bit of work to secure a sufficient number of proxies, especially from non-resident owners in large condos.

When a Requisitioned Meeting Fails

If there is no quorum at the meeting itself (25% of all suites), the requisitioned meeting will die there and the board of directors does not have to call another meeting unless the group requisitions another one. Similarly, when the goal had been to replace a director or a board, if the vote is short of a majority of all units, then the director stays. That is, the goal of the requisitionists is rejected.

In either case, it may be pointless to pursue the issue by organizing yet another requisitioned meeting, even if the requisitionists are right (and they generally are). This would constitute a waste of resources and of time. As well, unfortunately, the person or persons who have spearheaded the drive for the requisition are often discriminated against by the board and the manager after.

However, if the issue is a very serious one, the requisitionists might want to consider another venue that would allow for a remedy to the situation they are facing. Carefully approaching owners who have not been involved is important. As well, some of the requisitionists or other like-minded owners may present themselves as candidates to the board when a vacancy occurs later. This website might be a useful instrument in convincing owners. (Click here for What Should Be Done To Improve Condo Governance and Help Owners?)

Finally, if the board is in contravention of the Ontario Condo Act, owners may use Section 134 of the Act in order to obtain a Compliance Order (with the help of a lawyer).

Complications Arising from the Need for a Quorum

As mentioned, a quorum of 25% of all units, whether present or by proxy, is required for an AGM or a requisitioned meeting to validly proceed.

If a quorum is not reached, a meeting cannot proceed. Generally, the chair allows 30 minutes to expire in the hope that late arrivals will help constitute a quorum. If this fails, an AGM has failed. However, when a by-law is going to be passed, a meeting can be adjourned rather than cancelled and no vote should be taken on any issue. Adjourning the meeting allows for all proxy forms collected so far to be retained and counted when the meeting resumes at a later date. However, a requisitioned meeting that does not have a quorum generally dies there.

This precautionary note is very important because there have been instances when a chair started a meeting and began the process of presenting and voting for by-laws only to find that there were not enough units present or not enough affirmative votes. If there is not enough support for a by-law, this is fine because this is a democratic process. (Click here for What Are By-Laws?)

But if the issue is that there are not enough votes because there is no quorum to begin with, then a new AGM has to be called and a new set of proxies has to be collected. This is very time consuming and costly. Instead, before any vote is considered, the chair has to make certain that a quorum exists and that the required minimum number for a potential affirmative vote is present.

But for by-laws or a change in the declaration, the chair has to make certain that at least 50% or 66% (or 80% or 90% depending on the issue) of units are represented either in person or by proxy.

A board trying to pass necessary by-laws or an amendment to the declaration has a duty to seek enough affirmative votes. Therefore, notices can be posted or sent to owners explaining the importance of the forthcoming vote and asking for proxies if they cannot attend in person. The board collects as many filled out proxy forms as possible.  But the board cannot fill out the forms. (See Owners' Meetings and Voting)

(When owners feel that a by-law is not in the best interest of their corporation or contravenes other Acts, they should turn out and vote against it. Or, if the way the proxy form is written does not allow for a negtive vote, then owners should refuse to hand out their proxy.)

Now, suppose that, at the AGM, despite all these precautions, the chair realizes that either there is no quorum or there is not enough owners present to ever reach an affirmative vote. The meeting should be adjourned to another date.

In the meantime, the chair is perfectly entitled to ask if owners present can attend the continuation of the meeting at a later date. If too many will not be able to attend, the chair can choose to give the president’s report, have candidates give their statement, take owners’ questions, and ask for their proxies.

When the meeting is continued a few weeks or a month later, the board will have in the meantime been able to gather more proxies. The meeting will then proceed as usual, even though only a handful of owners may be present—but the board has enough proxies not only for the quorum but for an affirmative vote for by-laws and for the election of directors. (Click here for Sample of Proxy Form - PDF format)

Information Meetings & Turnover Meetings

Information Meetings

There is nothing that obligates boards to hold information meetings, often called "townhall meetings." However, such meetings are indicated when an important issue arises, such as when suites are to be individually metered for electricity. In Ontario, boards can now meter for electricity without owners’ approval. Nevertheless, it is an excellent idea to hold information meetings.

Indeed, boards who proceed with important changes, such as roof replacement, a special assessment, a new security system without duly informing owners in person or in writing show disrespect toward owners

An information meeting regarding new by-laws can allow boards to collect proxies for a quorum and the passage of the by-law.

Otherwise, boards should regularly communicate in writing with owners and residents regarding forthcoming maintenance activities, repair and replacements. They should explain the rationale for changes, costs, and what residents will have to do, for instance, to save energy. 

As seen in the section in Readers Respond, the most frequent specific complaint received stems from boards' or managers' failure or refusal to communicate with owners, especially about substantive issues. (Click on Readers Respond )

Turnover Meetings

The turnover meeting is the first meeting of owners after the builder is no longer the majority owner and the condo is registered under the Lands Titles Act or the Registry Act. The condo is then turned over to the corporation by the building company. This generally occurs when 51% of the units have been fully purchased. The turnover meeting has to be held in order to elect an owners’ board.

But, by registration, it often happens that a building company still owns a number of units and, as a result, may have many votes. This may give them an advantage in selecting board members who are friendly to their interest.

Nevertheless, it is often the case that the first board is on friendly terms with the builder. Indeed, building companies have their own managers who, during the months before registration, administer buildings, answer residents’ questions, and address their concerns. These managers often are the ones who approach prospective candidates for the board. As a result, some candidates to the first board may be related to the builders as relatives, friends, employees of the builder’s law firm, or relatives of their employees, etc.

This turnover meeting follows the same procedure as all other owners’ meetings. However, the building company or the previous owners of the building have to turnover a series of documents to the new board. These documents are specified in Section 43(4) of the Condo Act in Ontario.

Rules

One of the key documents turned over to the new corporation consists in the registered declaration, by-laws, and rules as well as copies of all insurance policies. Additional documents are delivered to the board no later than 30 days after this first meeting, including all warrantees and as-built drawings.

How to Fill Out a Proxy Form

The following instructions are based on a sample proxy form. The file is in PDF format and can be opened with the free Adobe Reader.

For # 1, simply put in your unit number, such as 1010 or 4.

For # 2, print the name of the person to whom you are giving your proxy form. It can be a friend, a relative, a neighbour, or the manager, or the president of the condo, or a board member. It is preferable that this is a person you trust.

Just in case this person may be absent, she or he can then pass on your proxy to another person. This is why you have to give another name of yet another person you trust. (But it is not a huge problem if you do not provide a second name.)

For # 4, after you have decided whom to vote for, then print the names of the two candidates. (At times, there is only one name and, if you don’t want this person to be elected, then put a line instead.) Or put the name of another person you would want to see on the board: It is not likely that this person will be elected but you will have made a point.

If you don't like any of the candidates, please do not leave the space blank because this is an invitation for someone to fill in names that you don't want...and this is fraud.  Instead, draw a double line across where the name should be so that no one can add any name; or, yet, add the name of a person you would like to see on the board (this is called a "nomination").

The same procedure applies for # 5.

# 6 occurs only occasionally. You want to find a way to say whether you are voting for or against this by-law. In some condos, there is a tick box with yes and no. But this is a problem because anyone can insert a tick mark....! or circle a yes or no choice....!

At the end, put the date following the  example below:

Dated this 10th day of January, 2012, at 7:15 and circle either am or pm.

Then sign your full name and print it in the same type of print that you have used for the votes—this is helpful to detect a fraudulent use of your name. Then, include your unit number as done for # 1.