Canada: The Five People You (May) Meet In AGM Hell

Annual General Meetings ("AGMs") should be an opportunity for the board and owners to attend to mandatory business required by the Condominium Act such as the appointment of the auditor and the election of directors, to communicate about and consider the previous year, and to discuss the corporation's future.

Normally, AGMs run smoothly. Business is taken care of according to the agenda, the Board effectively communicates with the unit owners, and the unit owners ask well-considered questions and make constructive comments.

Every once in a while, however, an AGM goes less than smoothly. The reasons for this can be manifold, but it is usually some combination of poor communication by the board and management, and overly-suspicious owners with ulterior motives and often arising in the crucible of a looming major project or other financial strain on the corporation's finances. The challenge for the AGM chairperson is to control the meeting process, follow through on the business as set out in the agenda, and prevent the AGM from becoming confrontational, divisive, and/or a source for future disputes or litigation for the corporation. Below are some tips to assist in controlling the personalities in the room and ensuring that the AGM runs smoothly.

Often the negative energy at an AGM is channeled through the words and actions of individual board members or other unit owners, whose troubling behaviour can be divided into five categories:

The Hoverer

The Hoverer loves nothing more than to monitor every administrative detail of an AGM. Yes, that is the Hoverer crowding the registration table to observe how proxies are registered. Yes, that is the Hoverer approaching the head table prior to the meeting to pepper the lawyer with questions. And, yes, that is the Hoverer insisting on triple-counting every ballot and proxy while acting as scrutineer.

How to handle the Hoverer: A little bit of foresight can help ward off the Hoverer. For example, give thought to how the registration table is situated vis-à-vis the door and line-up. Try to avoid areas where the Hoverer has easy access to the back or sides of the registration table or where the Hoverer could otherwise cause bottlenecks. When the Hoverer is a scrutineer, it is important for the registrar of the AGM (usually the property manager) to be clear in his or her instructions to the scrutineers and not allow the process to be co-opted and unduly delayed.

The Aggressor

Perhaps the most familiar AGM troublemaker is the Aggressor. The Aggressor is angry at the world and loves nothing more than to take it out on the captive audience of an AGM. The Aggressor can be an audience member or a board member and is usually easily identified by a glaring demeanour, raised voice, and refusal to give up the microphone.

As an audience member, the Aggressor is usually the one yelling out the first question of the night and then refuses to sit down when asked to do so, instead invoking the standard battle cry, "This is not your AGM, this is our AGM!"

As a board member, the Aggressor laughs off questions, hurls personal accusations back at unit owners even when being asked fair questions, and generally looks to shut down any healthy debate on corporation business.

How to handle the Aggressor: Reining in the Aggressor can be tricky business. Paradoxically, the worst way to handle the Aggressor is usually by matching the Aggressor's level of histrionics. Instead, the chair should insist politely but firmly that the Aggressor not be allowed to monopolize the meeting. Where a known Aggressor is expected to attend, having security or police on hand can be of great assistance. Where the Aggressor is on the board, it is incumbent on the other board members to make it known the Aggressor's conduct will not be tolerated and remind the Aggressor of his/her duty to be responsive and civil to unit owners.

The Inquisitor

The AGM is a natural habitat for the Inquisitor who can be found in the audience with a yellow legal pad scrawled with pages of questions and a copy of the financial statements marked up with colour-coded comments. The Inquisitor has waited all year to ask the board every imaginable question, and some that are even beyond imagination. While an inquisitive owner is not, in itself, a bad thing, their inquisitiveness can quickly become a hindrance to an efficient AGM. That is because the Inquisitor attempts to monopolize the floor by asking question after question, including some that will be answered in a separate portion of the meeting or which do not even make sense.

How to handle the Inquisitor: This requires a combination of preparedness and meeting control. The best defence against the Inquisitor is an informed and knowledgeable Board with substantive answers to questions. A board that doesn't have answers or assurances that there will be "follow-up" only goads the Inquisitor into more frenetic questioning. Provided that reasonably complete answers have been given to the Inquisitor's reasonable questions, the chair must be firm in controlling any further questions or comments the Inquisitor may attempt to make or offer. The Board should defer irrelevant questions to the New Business portion of the agenda so that votes can get under way.

The Emperor

The Emperor is a subspecies of board president who believes that the corporation is not a community of owners but rather his or her kingdom of serfs over which the Emperor reigns. Based on the Emperor's many years living in the building and serving on the board (or based on unbridled arrogance), the Emperor knows what is best for the corporation and has little time for dissenters. This is the way the building has "always done things" and the Emperor is there to make sure that this never changes or there to impose his/her will without debate.

How to handle the Emperor: The Board must remember that it exists to manage the corporation in the best interests of the unit owners, and not vice versa. When the Emperor is exceeding the proper authority of the president, it is incumbent on the remaining board members to rein in the Emperor. The Emperor must keep in mind that the president has no decision-making power other than that provided by the board via a duly-passed resolution. Failure to keep this in mind, such as making substantive decisions on board business as the chair of the AGM is not only improper but can also threaten the board's errors and omissions insurance.

The Wildcard

The Wildcard likes to make a presence whenever a corporation is expecting a quick and efficient meeting. Chameleon-like, the Wildcard can take many forms: a unit owner's lawyer, a unit owner who insists on airing personal grievances in front of the audience, the past board member who wishes to expose confidential board discussions in front of all unit owners, etc. It is the element of surprise which makes the Wildcard so potentially dangerous.

How to handle the Wildcard: Dealing effectively with the Wildcard requires a combination of the skills and practices needed to deal with the other personalities discussed above. The Board must be well-prepared to handle any of the issues a Wildcard may present at the same time act fairly and responsively toward the unit owners in attendance. Almost any situation can be handled by acting courteously and keeping a cool head.
Understanding the personalities in the room and responding to interruptions in a calm, rational, and respectful manner can go along way in ensuring a successful and productive AGM.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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