What is an AGM?
The Annual General Meeting (AGM) of owners is very important. It is one of the only organized opportunities to meet with the other owners in your building, as a group. It is also one of the main ways to help ensure accountability of the board of directors of the condominium corporation (the board) to the owners.
At the meeting, the board reports to owners on matters such as the financial health of the corporation. Attendees discuss other important aspects of condo corporation management, any upcoming major repairs or renovations, as well as litigation involving the corporation.
The AGM also gives owners the opportunity to discuss matters that are relevant to the business of the condo corporation. But note; this is not where owners get issues specific to their unit resolved. The AGM is only for business related to the corporation.
Normally, the basic progression at an AGM should be:
Approval of the minutes of the previous AGM
Review of year-end audited financial reports (the auditor may be at the meeting to report to owners about the financial health and operations of the corporation)
Selection of the corporation’s auditor for the next fiscal year
Report of the board of directors regarding matters like past performance. major upcoming projects (e.g. repairs or renovations), potential by-law changes and ongoing issues
Election of directors
Time for owner's comments and discussion of other topics
This “should be” the normal progression of meetings, but it is far too common for a few very passionate owners to digress from the topics being discussed and the motions on the floor which leads to a longer, disorganized, confusing and confrontational experience. The AGM can be a lively indeed! Unfortunately, many owners find disruptive and disorderly meetings tiresome, and it can contribute to weak attendance.
When is the AGM held?
Your AGM must take place each year, within 6 months of the end of the fiscal year for your building. So, this will be different for every building since they all have their own fiscal year start and end date.
Note: you can find your condo’s fiscal year start and end date, and a lot more general info, on the Condominium Authority of Ontario (CAO) website by going to https://www.condoauthorityontario.ca/en-US/public-registry/and searching for your condo corporation.
How will you know it’s coming?
As of November 1, 2017, the provincial law says you must be given a ”Preliminary Notice” about the meeting at least 35 days before the meeting (20 days before the second notice).
This first notice will include:
- General info about the meeting such as time, place, etc.
- It will let you know that you can submit material for discussion at the AGM, and the board will let other owners know about it by including it in the second notice of meeting. The board is only required to include your material if 15% of owners have signed the submission. You can download a printable form for this here: https://www.ontariocondolaw.com/wp-content/uploads/sites/841/2017/11/Submission-to-Include-Material-in-the-Notice-of-Meeting-of-Owners-Printable-1.pdf
- If an election will take place, the preliminary notice will say what spots are open and what the qualifications are to be a director. If you know someone who wants to be on the board, you can let the board know in writing, and they will list their names and their disclosure statement in the second notice of meeting. You can download a printable candidate disclosure form here: https://www.shibleyrighton.com/Shibley_Righton_LLP_-_Candidate_Disclosure_Form.pdf
- The owners will also vote on the Auditor at the meeting. Note: the auditor only works for the owners, not the board. The owners vote on keeping the auditor they have, or they can suggest a replacement.
- Note: You must submit any information (auditor, candidate for elections, other material to be discussed) at least 5 days before the second notice of meeting is sent, if you want it to be included in the second notice.
The second notice of the AGM is called the “Notice of Meeting of Owners” and has to be posted 15 days before the meeting takes place.
In this second notice, you will find:
Any owners’ materials to be included at meeting
A statement of quorum required to conduct business
Specify how an owner may be present at the meeting and voting options
If an election will take place:
A statement with respect to the size of the board, the number of positions available, (including if it is an owner-occupied position) and their respective terms; and,
A copy of the director disclosure statements of those individuals who have provided notice to the board of their intention to be a candidate for the available positions, including their name and address; and,
A statement of the name and address of any candidates for the appointment of an auditor that has been provided.
What records will be made available at the AGM?
I) The most recent periodic information certificate
II) The information certificate updates
III) The director disclosure statements
IV) A copy of the audited financial statements
V) All material that a by-law of the corp requires
Although most management companies prepare a Notice of Meeting package which includes a copy of the above required documents in paper form, the Act only requires that the information certificates be available in paper form for examination at the meeting and the disclosure information made by persons standing for election for directors must also be provided at the meeting (either in written format for viewing at the meeting or by way of a verbal presentation), subject to the bylaws.
At the AGM, what is Quorum?
Quorum is the minimum number of owners that are required by law to be present for the meeting, either in person or by proxy. If there is no quorum, there can still be a discussion on a matter, but no vote can take place at the meeting. Not having a sufficient number of owners at the meeting can affect the management of your condominium corporation, as decisions will be delayed until another meeting can be called.
The new standard quorum for an AGM is 25% of the owners. If the quorum is not reached on the first two attempts to hold the AGM, the quorum is reduced to 15% on the third and on any subsequent attempts.
How does voting work at an AGM?
Votes may be cast by,
(a) a show of hands, personally or by proxy; or
(b) a recorded vote that is,
(i) marked on a ballot cast personally or by a proxy,
(ii) marked on an instrument appointing a proxy, or
(iii) indicated by telephonic or electronic means, if the by-laws so permit
Also, condo owners now have the right to keep the content of their votes secret. Under certain conditions, a condo corporation can pass a by-law to amend or repeal this right. For further details, please see section 14.1 of O. Reg. 48/01 under the Condominium Act, 1998.
Condo owners will be allowed to vote at an AGM so long as they are entitled to vote at the meeting and are present to vote in person or by proxy. An owner who is more than 30 days behind in paying their common expenses does not have a right to vote.
Only one vote is allowed per unit, so if the condo owner co-owns a unit with one or more other persons, the vote must represent the majority of the owners of the unit. If the owners of a unit are evenly divided on how to vote, their vote will not be counted.
In some condominiums, parking spaces or storage lockers are considered “units”. No vote is allowed in respect of such a unit unless all the units in the corporation are used for such purposes.
In some situations, the mortgagee of the unit may have the right to vote at the meeting in place of the unit owner. If such right has been communicated to the condominium corporation, the mortgagee will receive notice of the meeting.
A “simple majority” or 50+1% of those owners that make quorum for the meeting is all that is required to pass a vote on most issues at an AGM. In some cases, more quorum is required for a vote. For example, a vote to remove a director from the board requires an “absolute majority” or 50+1% of all owners in the corporation.
A right to vote at a meeting can be done by way of a proxy.
What is a proxy?
A proxy is the authority to represent someone else, especially in voting. A proxy identifies someone else who will vote on the person’s behalf. A proxy might be used if someone wants to vote on an issue but is unable to attend the meeting in person.
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.
Unfortunately, in some condos, groups of owners and occasionally board members or managers 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 should 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.
For more information on filling out proxy forms, go here: https://www.condoauthorityontario.ca/en-US/resources/proxy-overview/
This site has a great step-by-step guide: http://finedeo.com/docs/default-source/Publications/step-by-step-guide-to-using-the-new-proxy-form.pdf?sfvrsn=4
You can download an example of a printable proxy form here: https://static1.squarespace.com/static/58a76f512e69cf0bf2aaa1f2/t/5bec77eacd83661bf06697c1/1542223851098/proxy_form.pdf