In her blog of April 16, 2020, my colleague Vivian Iron discussed emergency orders that provide flexibility for corporations' meeting requirements. The original orders only provided flexibility in connection with the meeting requirements for corporations governed by the Corporations Act (Ontario) or the Business Corporations Act (Ontario). The Province of Ontario has now issued updated orders (available here) to permit corporations governed by the Condominium Act, 1998 (Ontario) to hold meetings virtually, and to extend the time period in which certain meetings must be held.
The Condominium Act, 1998, already allowed for electronic voting or attendance, however condominium corporations must have first enacted a bylaw passed in the traditional manner (i.e. in person or by proxy) before electronic voting or attendance could occur. In my experience the vast majority of condominium corporations never passed a bylaw of this nature before the current emergency period and were worried about calling a traditional meeting solely to approve a new meeting bylaw.
The new Regulation permits condominium corporations to hold meetings virtually despite not having a bylaw in place which permits it. A unit owner (or proxy) will be deemed to be present at the meeting if he or she "votes at the meeting or establishes a communications link to the meeting".
The Regulation also allows a condominium corporation to serve notices electronically, even if not permitted in the corporation's by-laws, and removes the requirement that all directors consent to meeting by teleconference.
Rather than requiring corporations to hold annual general meetings during the emergency period, the Regulation allows these meetings to be held within 90 or 120 days after the end of the emergency (the delay depending on when the AGM was supposed to have been originally held).
Importantly, the time extension that applies to annual general meetings does not appear to apply to turn-over meetings. Turn-over meetings, which are required to be held after a majority of the units are no longer owned by the Declarant, are held pursuant to Section 43 of the Condominium Act, 1998, however the time extension provisions only apply to meetings called under Section 45 of the Act.
The Regulation also introduces new provisions regarding corporations governed by the Corporations Act, the Business Corporations Act or the Co-operative Corporations Act.
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.
