UPDATE: On October 2, the provincial government made legislative changes to virtual meetings. They have now been extended to end on May 31, 2021. This does not extend the time to hold AGMs, but does allow for virtual meetings and electronic voting to continue without a bylaw.
Virtual meeting service providers in Ontario are in high demand. Deadlines to hold Annual General Meetings (AGMs) are fast approaching, indoor gatherings are now capped at 10 people in certain spaces, and the province has officially declared a second wave of COVID-19.
Service providers are currently juggling existing meetings with finding ways to assist yet-to-be-booked meetings as phones ring off the hook, according to Adam Arcuri, president of CondoVoter, who recently spoke at CAI Canada’s V-CON(DO) 2020 conference held online on September 16.
“We hear your frustrations when you call us, looking for specific dates, and we are doing our very best to accommodate as many meetings as possible, but we also want to make sure we are upholding a certain level of service and quality for those meetings,” he noted. “Self-administered meetings is a solution you’re going to see in the future.”
Ontario’s COVID-19 emergency declaration ended on July 24, causing much uncertainty in regards to extensions and timelines for AGMs. As it stands, condo corporations whose AGMs were due between March 17 and July 24 must hold their AGM by October 22, 2020. If their deadline falls between July 24 and August 23, 2020, then the AGM must take place by November 21, 2020.
Here are just a few takeaways from The In’s and Out’s of AGMs in 2020 panel discussion.
Be proactive. Be prepared. Be flexible. Cross fingers for any extensions.
Potential extensions to any deadlines remain uncertain, said moderator and condo lawyer Graeme Macpherson, associate at Gowling WLG. On that note, he suggested it’s best to assume that legislative guidelines will not change and boards be extra prepared—ensuring everyone is available to attend the meeting on the chosen dates. This could mean allowing for more flexibility like weekend meetings.
Based on feedback GetQuorum Co-Founder Ben Zelikovitz has received from the Ontario ministry, there won’t be any extensions to deadlines. He said what the ministry is starting to look at is extending “the virtual meeting special powers for a larger chunk of time.”
Since the emergency declaration ended, the deadline to hold a virtual meeting without a virtual meeting bylaw is November 21. Some communities will probably be scrambling at the last minute, said Laurent Trembley, vice-president of condominium properties, Kipling Group. Since vendors are booking up quickly, condos should be reaching out to service providers to hold a ‘penciled-in date’ and then making sure all attendees (auditors and lawyers included) can meet that specific day and time.
Some corporations may be waiting to meet in person—to heed the technology curve related to virtual platforms, he added. Either way, many corporations are putting feelers out: engaging with their communities, hosting town halls, sending out information sheets and memorandums, polling within their resident management systems and surveying for feedback to assess whether a potential delay is necessary and could be managed appropriately.
What’s going to happen if condos without a virtual meeting bylaw don’t hold their meeting by November 21?
“I don’t think it would be a good idea, unless there is an update from the provincial government, to try to hold the meeting virtually without the bylaw because that could very well invalidate the meeting having even occurred,” said Macpherson, adding that owners could justifiably challenge the existence of that virtual meeting if they feel it wasn’t allowed.
Technical glitches unlikely to derail meetings
For communities thinking about using a service provider, Acuri noted such companies have structures in place to accommodate for any technology issues like failing internet connections, Moderators, for instance, assist with both technology and meeting agendas, ready to jump in and help if need be.
The consensus across the panel seemed to be that technical glitches haven’t compromised the validity of voting or elections during virtual meetings, and that technology hasn’t derailed any meetings so far.
“If you do run into any technical difficulties during the course of your virtual meeting, it can be a little alarming. . . but you have to remember there can be hiccups in an in-person meeting, too, and it’s not going to invalidate the meeting—especially if you have a professional service provider with you,” noted Macpherson, adding, if technology fails, stay calm and the meeting will recover.
Owners without computers can always dial-in and listen. Although this limits their ability to participate, depending on the service provider, Zelikovitz adds they can always submit a paper-based proxy. “That’s the beautiful thing about the Ontario-prescribed proxy; it’s complicated and seven pages, but the proxy form is a beautiful legal instrument that allows owners not able to attend to provide explicit instructions on how they’d like to participate and vote when they attend the meeting.”
Polling to elect directors has drawbacks
Polling across most webinar platforms gives options to everybody present at a meeting, including guests and panelists, and cannot account for owners who are present who have previously voted and submitted proxies, said Zelikovitz
“There is a very specific reason that polling itself does not work for director elections,” he added. If you are able to “do it in a vacuum and assume that absolutely everyone present is eligible to vote,” and there are no outstanding eligibility issues, and no proxies being submitted beforehand—if that is the case, he said, then polling might be usable, but not recommended for condos over two dozen units.
Hybrid meetings come with varying challenges
Hybrid meetings take many forms that come with certain challenges and logistical concerns, noted Macpherson.
“In an exclusively virtual meeting, everyone can be accounted for during the meeting so attendance is taken care of; whereas, during a hybrid meeting, attendance and registration is a totally different process because you have to run one online and you have to run one in person,” said Zelikovitz.
Another challenge is “balancing the cadence between in-person attendees and virtual attendees,” said Zelikovitz. Consider if the chairperson will naturally take questions and regard the hand raise from a person sitting right in front of him or her. With voting, it’s important to make sure owners using paper ballots haven’t submitted a paper or electronic proxy.
Duplicate voting is a primary concern when hosting a virtual meeting. “That is why the virtual hybrid meeting can get a little more complicated, and yes we’re seeing lots of them and each one seems to be a bit of a learning experience for us.”
“Being able to host a platform—whether it’s in person and combined with a virtual to meet the needs of a community so the most participation can be had—is what I think the goal should be of every community,” added Tremblay. Many communities still struggle with getting the 25 per cent quorum, even with virtual-based platforms.
Virtual platforms have built-in efficiencies
On the topic of how virtual AGMs work alongside service providers, a first step is having a conversation with the board to understand owners’ concerns and how to address them. Unit owners should be aware they will receive third party communications, which typically start with the preliminary notice that highlights what to expect through the whole registration process.
A notice of meeting will include information on how to register and attend and what is expected of a unit owner. Owners’ names and unit numbers used in the registration will later validate attendance when showing up for the meeting. Some virtual meeting efficiencies include sharing screen sessions with owners to offer a visual representation of talking notes minus the extra audio-visual equipment, and built-in hand-raising features for holding a motion and tallying results.
Virtual meetings uphold the democratic process
“When the condominium makes the choice to have a virtual meeting, it does so for the exact purpose of ensuring that as many people as possible are able to be fully involved,” added Acuri. “The entire purpose is to uphold the democracy of the condominium.”
Service providers each have their own method of keeping records for the appropriate amount of time. “If you do want to see the ballots, you would go through a CAO-mandated process of a records request,” noted Macpherson. “Those records will be kept for as long as statutorily required.”
The vote is the most important thing a property manager should be cognizant of, and that due process is being performed in a way that would eliminate any liability being directed back at the corporation, said Tremblay. The process must be clear to the directorship and well-outlined in the preliminary notice and notice of meeting. Ownership should know what to expect. Property managers are out there, organizing one-on-one Zoom calls, testing owners’ technology and smoothing out any anxieties.