Meetings

This chapter explains the requirements for a general meeting of a strata corporation or a meeting of strata council. This chapter also describes minute-taking requirements, including privacy concerns under the provincial Personal Information Protection Act.

 

General Meetings

The Strata Property Act permits eligible voters to attend general meetings in person. The strata corporation may, by bylaw, permit a person to attend a general meeting by telephone, or by any other method, provided that everyone participating in the meeting can communicate with each other. A person who, in accordance with the bylaw, attends the general meeting by telephone or other electronic means is considered present for the purpose of the meeting. 1

Annual General Meetings

The strata corporation must hold an annual general meeting (“AGM”) within two months of its fiscal year end. 2

A new fiscal {include_content_item 2000}{jugaaccess Subscribed}year starts on the anniversary of the date when the first annual budget took effect. 3 The first annual budget begins on the first day of the month following the date on which the eligible voters approved that budget. In most cases, a first annual budget is approved at the first AGM.

After that, the strata corporation may only change its fiscal year by a 3/4 vote. 4

Waiving the AGM

Eligible voters may waive holding an AGM. To waive the event, all eligible voters must consent, in writing, before the last day by which the meeting must be held. They must also consent, in writing, to resolutions approving the budget for the upcoming fiscal year, electing a council and carrying out any other business. If two or more persons share a single vote, the Act requires each of them to consent to the waiver and to the proposed resolutions. 5

Special General Meetings

A special general meeting is any general meeting other than the mandatory AGM.

The strata corporation may call a special general meeting any time by giving notice. In practice, the strata council exercises this power on behalf of the strata corporation by calling a special general meeting when needed. 6

In addition, persons holding at least 20 per cent (20%) of the strata corporation’s votes may demand, in writing, that the strata corporation hold a special general meeting to consider a resolution or other matter. Each person making the demand must sign the request. The strata corporation must hold the special meeting within 29 days after receiving the demand. 7 Bearing in mind the need to give 20 days’ written notice for a general meeting, the strata corporation must respond quickly to the demand. 8

At the meeting, the resolution or other matter specified in the demand must be the first item on the agenda. The meeting must deal with the resolution or other matter before consideration of any other item about which notice has been given. 9 This effectively prevents the strata council, or the membership at the meeting, from inserting other matters into the agenda so that the contentious matter is heard last when attendance at the meeting is falling off.

If the corporation fails to hold the meeting, the persons who made the demand may themselves hold the special general meeting. 10

Waiving Special General Meetings

Eligible voters may also waive a special general meeting. To waive the meeting, all eligible voters must, in writing, waive the holding of the meeting and consent to the proposed resolution. If two or more eligible voters share a single vote, the Strata Property Act requires each of them to consent to the waiver and to the proposed resolution. 11

Setting the Agenda

The strata council sets the agenda for a general meeting. Individual members cannot insert matters on the agenda.

With one exception, section 46 of the Strata Property Act permits persons holding 20 per cent (20%) of the strata corporation’s votes to put resolutions or other matters on the agenda of an annual or special general meeting. The necessary number of persons must first, in writing, demand that a particular resolution or other matter be included in the notice of the meeting and, later, in the meeting’s agenda. Presumably, they must deliver their demand to the strata corporation reasonably in advance of the issuance of the notice for the relevant meeting.

The exception occurs where eligible voters rely on other provisions of the Act  12 to compel a special general meeting, but the strata corporation fails to hold the meeting within the time allowed. Where the eligible voters themselves then hold the special general meeting, section 46 of the Act does not apply to permit eligible voters to compel an agenda item.

Notice

Section 45 of the Strata Property Act requires a strata corporation to give written notice of an annual or special general meeting to every owner, regardless of whether the notice must also be sent to the owner’s mortgagee or tenant.

In addition, the strata corporation must notify each tenant who is entitled to exercise the right of his or her landlord to vote. 13

Any lender who takes a mortgage over a strata lot is entitled to deliver a Mortgagee’s Request for Notification (Form C) to the strata corporation. The form is found among the forms in the regulations. Where the lender has delivered such a Request, the strata corporation must notify the lender of each general meeting, in addition to notifying the strata lot owner. 14

In the case of an AGM, the notice to the lender must also include the budget proposed for the next fiscal year and its supporting financial statement. If a strata corporation meets certain criteria, it may provide a financial summary with the notice, rather than the actual financial statements. The regulations set out the information that must appear in the budget and the financial statement. 15

Failure to give proper notice of a general meeting to a person entitled to receive it does not invalidate a vote taken at the meeting if the strata corporation made a reasonable attempt to properly notify the person. 16

Notice Given by Strata Corporation

Section 61 of the Strata Property Act sets out the various methods by which a strata corporation may notify a person entitled to receive notice under the Act.

If, for the purpose of receiving notice, a person has provided the strata corporation with an address that is outside the strata plan, the strata corporation can either leave the notice with the person or mail it to the address provided.

If the person has not provided an address outside the strata plan, the strata corporation can: 17

  • Leave it with the person,
  • Leave it with an adult occupant 18 of the person’s strata lot,
  • Put it under the door of the person’s strata lot,
  • Mail it to the person,
  • Put it through a mail slot or in a mailbox used by that person,
  • Fax it to a fax number provided by the person, or
  • Email the notice to an email address provided by the person for that purpose.

If the strata corporation delivers a notice to a person in any way other than by leaving it with that person, the notice “is conclusively deemed to have been given four days after it is left with an adult, put under the door, mailed, put through a mail slot or in a mailbox, faxed or emailed.” 19 While the Strata Property Act deems that the notice, in these circumstances, is given four days after delivery, under the Interpretation Act 20 we must calculate this four-day period by excluding the first day and including the last day. This translates into five days.

This deeming provision does two things for the strata corporation:

1. If the strata corporation uses one of the methods set out in the Strata Property Act, other than leaving it with the person, the strata corporation does not need to make further enquiries to ensure that the person actually received the notice.

2. If the strata corporation delivers notice by leaving it with an adult occupant, putting it under the door, or via mail, fax or email, the corporation must add another five days after delivery to calculate the date on which, under the Act, notice is given.

Provided that the strata corporation has made a reasonable attempt to comply with the Strata Property Act notice requirements, failure to give a person proper notice does not invalidate a vote taken at the meeting. 21

Notice Given to a Strata Corporation

Sometimes a person wishes to give notice to a strata corporation. For instance, a mortgagee who wishes to receive information about general meetings must first deliver a Request to the corporation in the prescribed form, as described above.

The Strata Property Act, section 63(1), provides that a person must give notice to a strata corporation by:

  • leaving it with a council member,
  • mailing it to the corporation at its most recent address filed at the Land Title Office,
  • faxing it to the corporation using the corporation’s fax number, or a fax number provided by a council member for that purpose,
  • putting it through the mail slot or mailbox, used by the corporation for receiving notices or other documents, or
  • emailing the notice to the strata corporation’s email address. Alternatively, if a strata council member has provided an email address for the purpose of the strata corporation receiving notice, by emailing the notice to the council member accordingly.

If the person delivers a notice to a strata corporation in any way other than by leaving it with a council member, the notice is “conclusively deemed to be given four days after it is faxed, emailed or put through the mail slot or in the mailbox.” 22 Under the Interpretation Act 23 we must calculate this four-day period by excluding the first day and including the last day. This translates into five days.

Section 62 of the Strata Property Act requires every strata corporation to ensure that its correct mailing address is filed at the Land Title Office. A strata corporation may add a fax number to its address information. If a corporation wishes to change its mailing address on file at the Land Title Office, the corporation must file a Strata Corporation Change of Mailing Address (Form D). The form is found among the forms in the regulations. In the case of a strata corporation whose strata plan was filed before July 1, 2000, when the Strata Property Act came into force, these address requirements did not apply until January 1, 2002. 24

Serving Notice of Court Proceedings

Despite the general provisions for giving notice, the Strata Property Act sets out special requirements for serving a strata corporation with notice of a court proceeding. Except as otherwise required by court order or another enactment, if a person wishes to serve a strata corporation with notice of a legal proceeding, service may only be effected by either: 25

  1. Personal service on a strata council member; or by
  2. Mailing it, by registered mail, to the strata corporation at its most recent mailing address on file at the Land Title Office.

Notice Periods

The strata corporation must give at least 20 days’ written notice in advance of an annual or special general meeting to every person entitled to receive notice. 26

Section 45(1) of the Strata Property Act requires “at least two weeks’ written notice” of a general meeting. According to the Interpretation Act, the phrase “at least” requires that we calculate this two-week notice period by excluding the first and last days. 27 The Strata Property Act does not contain any provision for shortening this notice period. 28 For example, if the strata corporation wishes to give an owner notice on the first day of the month, the strata corporation must not count that day as part of the two-week period because the first day must be excluded. Instead, the strata corporation looks to the next day, being the second day of the month, and then adds two weeks (being 14 days) from that date, which brings us to the 15th day of the month. Since the last date is also excluded, the soonest the meeting could be held would be on the day after that, being the 16th day of the month.

If, however, as noted above, a strata corporation uses a method of giving notice which involves giving it to an adult occupant other than the person who is required to receive notice, or putting it under a strata lot’s door or mailing, faxing, or sending it by email, section 61(3) of the Strata Property Act deems that notice is not given for four days. Since these methods are often used to notify persons about a meeting, the strata corporation should add four days to the 16 days. This means that the strata corporation should allow at least 20 days (e.g., 16+4=20) between giving notice and the date of the meeting.

What The Notice Must Include

The notice must include a description of the matters to be voted upon at the meeting, including the proposed wording of any resolution requiring a 3/4 or unanimous vote. 29

In Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, the notice for an annual general meeting said the purpose of the meeting was, 30

There was no description of the matters to be voted upon at the meeting. The court held that this notice, on its own, violated the Strata Property Act because the notice did not describe the matters to be voted upon, including the wording of any resolution requiring a 3/4 or unanimous vote. The court found, however, that before the meeting the strata corporation effectively cured its defective notice by sending an email transmission to the owners to explain the various special resolutions to be voted upon at the meeting. Despite the insufficient description in the original notice, the court was satisfied that, in the end, the owners were fully aware of the matters to be voted upon at the meeting.

Later Amending A Resolution For Which Notice Was Given

If later, at the general meeting, the proposed resolution is substantially changed by an amendment and then passed in amended form, the court may strike the resolution down for lack of proper notice.

Brown v. Strata Plan NW 3304 31 is a good example.

Case Study

The Browns owned a unit in a strata complex.

The strata council sent the Browns and every other owner a notice of a special general meeting. The relevant provision of the Condominium Act required the strata corporation to describe the general nature of any special business to be considered at the meeting. The notice said, in part:

The notice came with an attachment setting out the wording of two proposed new bylaws. One of the proposed bylaws said, in part,

At the general meeting, a motion was received from the floor to amend proposed bylaw 19.1 by inserting the words “of age 45” after the words “five adult persons” to read, in part, as follows:

The owners voted to adopt the new bylaw, as amended, and the strata corporation filed the new bylaw at the Land Title Office. The Browns successfully sued the strata corporation to strike down the new bylaw for lack of notice.

Although they had received the notice, the Browns argued that it was insufficient because it lacked any reference to an age restriction. The court agreed. Even though the Condominium Act set a fairly low standard for notice, the notice should alert eligible voters to the significant features of a proposed bylaw. In this case, the notice failed to alert owners that the proposed bylaw might involve an age restriction, which is a significant matter.

This case suggests that if, during a general meeting, amendments from the floor significantly change the character of a proposed bylaw, the proper course is to adjourn the meeting to properly notify all the eligible voters before putting the bylaw, as amended, to a vote.

The Strata Property Act also addresses this problem. Section 50(2) permits amendments, at the meeting, to the wording of proposed resolutions requiring a 3/4 vote. An amendment is allowed if the change is not substantial and the members approve it by a 3/4 vote before the resolution itself is put to a vote.

What A Notice Should Not Include

The notice for a general meeting should be factual. The notice should also be balanced, reflecting a neutral perspective.

In Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, the Supreme Court of British Columbia criticized strata council members for improperly using the strata corporation’s notice of general meeting and related communications. 32

In Azura Management, there were at least two slates of candidates for election to strata council at the upcoming annual general meeting; one group consisted of existing strata council members and the other group was affiliated with Azura, the owner of a large number of strata lots. The incumbent candidates apparently used some of the strata corporation’s communications, at the corporation’s expense, to campaign for the upcoming election. For example, in the notice for the AGM, the strata council strongly encouraged eligible voters to re-elect the existing council. A few days later, Azura delivered to the strata corporation its own slate of candidates for the approaching election. As it was required to do, the existing strata council then forwarded the Azura slate to the owners, but added council’s own advice, saying in part: 33

Then, in his President’s Report, the president urged the owners to support the slate of incumbent candidates, saying in part, 34

Regarding the notice and related communications, the court said: 35

When the court later ordered the strata corporation to call a special general meeting to address certain matters, the court specifically directed that the notice for the meeting be of a neutral nature. The court directed that any material to support a proposed resolution, or not, and any material in favour of a candidate for strata council, or not, must be funded by its respective proponent or opponent and not by the strata corporation or by the strata property manager.

Waiving Notice of a General Meeting

A person entitled to receive notice may waive, in writing, his or her right to notice of a general meeting. Similarly, that person can also revoke the waiver by doing so in writing. 36

If the strata corporation fails to give notice of a general meeting as required, eligible voters may still vote on matters at the meeting if every person entitled to receive notice waives, in writing, his or her right to notice. If two or more persons share one vote with respect to a strata lot, then each of them must, in writing, waive their right to notice. 37

Notice for an Adjourned Meeting

The Strata Property Act does not say whether fresh notice is necessary when a meeting is adjourned. Where a properly convened general meeting is adjourned, it appears that fresh notice is not required so long as the business at the adjourned meeting relates only to the same agenda and resolution as the initial meeting. If the strata corporation wishes to consider new business of any kind at the adjourned meeting, the corporation must give fresh notice in compliance with the Act.

In Strata Plan NW 971 v. Daniel  38 a strata corporation held a general meeting to consider a special resolution to approve a special levy for repairs. At the meeting, the vote failed. Before the vote was recorded in the minutes, the eligible voters passed a motion to adjourn the meeting for one week to reconsider the special-levy resolution. The strata corporation did not issue fresh notices for the adjourned meeting. One week later at the adjourned meeting, the eligible voters reconsidered the resolution and passed it. This was the only business conducted at the adjourned meeting. Later, an owner claimed she did not have to contribute to the special levy because the strata corporation failed to issue fresh notices for the adjourned meeting where the levy was approved. The British Columbia Court of Appeal confirmed that fresh notice was unnecessary in these circumstances. The adjourned meeting was not a new meeting. Rather, it was a continuation of the initial general meeting and the only business carried out there related to the same agenda and resolution as the initial meeting.

Where a strata corporation adjourns a properly convened general meeting, then, to avoid a lack-of-notice-dispute the safer practice is to give fresh notice, even if notice is not technically required. Where circumstances do not permit an adjournment long enough for the usual notice, the strata corporation can proceed without notice so long as the adjourned meeting involves only the same agenda and resolution as the initial meeting.

Quorum

There must be a quorum before the strata corporation can conduct any business at a general meeting. If a quorum is not present within one-half hour from the time appointed for the meeting, the meeting stands adjourned to the same place and time the following week, unless the bylaws provide otherwise. If, on the next occasion, the necessary quorum is still not present within one-half hour, the Act provides the eligible voters present in person or by proxy shall constitute a quorum, unless the bylaws provide otherwise. 39

Any business conducted without the presence of a quorum of eligible voters is not legally effective. 40 For instance, if a general meeting loses its quorum because a large number of eligible voters leave, any business conducted after the loss of a quorum is not legally effective.

Subject to the bylaws of the strata corporation, the Strata Propery Act sets the quorum at 1/3 of the strata corporation’s votes, either present in person or by proxy. 41

If there are fewer than four strata lots or fewer than four owners then, subject to the bylaws, a quorum consists of eligible voters holding 2/3 of the votes, either present in person or by proxy. 42

General Meeting Procedures

A strata corporation’s bylaws may dictate the order of business at general meetings. For instance, the Standard Bylaws set out the following order of business for annual and special general meetings: 43

  • certify proxies and corporate representatives and issue voting cards,
  • determine that there is a quorum,
  • elect a person to chair the meeting, if necessary,
  • present to the meeting proof of notice of meeting or waiver of notice,
  • approve the agenda,
  • approve minutes from the last general meeting,
  • deal with unfinished business,
  • at an annual general meeting, receive reports of council activities and decisions since the last AGM,
  • ratify any new rules,
  • report on insurance coverage,
  • at an AGM, approve the budget for the coming year,
  • deal with new business,
  • at an AGM, elect a council, and
  • terminate the meeting.

The Strata Property Act does not require any specific rules of order for conducting business at a general meeting. This means that the common law governing corporate meetings applies, except perhaps to the extent that a strata corporation adopts lawful meeting procedures in its bylaws. Generally speaking, the common law requires that a general meeting be conducted in a way that is fair and reasonable for everyone. 44 In one case, the court found that the use of Robert’s Rules of Order complied with the common law’s requirements, so long as those with procedural expertise did not use technical niceties in the rules to undermine full and fair discussion. 45 In that decision, the court upheld a strata corporation’s resolution to approve a special levy because the procedure adopted at the general meetings was fair.

Strata Council Meetings

A strata corporation’s bylaws may specify procedures for strata council meetings. For example, the Standard Bylaws under the Strata Property Act set out the following procedures for council meetings. 46

Any strata council {include_content_item 2000}{jugaaccess Subscribed}member may call a council meeting by giving the other council members nine days notice, or in an emergency or with consent, by giving less than nine days notice. 47 Although the Standard Bylaws say the council member must normally give, “at least one week’s notice”, under the Interpretation Act we must calculate this one-week period by excluding the first and last days. 48This translates into nine days.

While written notice is usually desirable, the Standard Bylaws specifically state that this notice does not have to be in writing . 49

A council member who calls a council meeting must specify the reason for the meeting in the notice. Meetings may be held by electronic means as long as all council members and other participants can communicate with each other during the meeting. If a council meeting is held by electronic means, council members are deemed to be present in person. The Standard Bylaws do not restrict a council to any particular method of electronic communication, such as a telephone. Any electronic means is permissible, so long as it allows everyone at the meeting to communicate with each other. 50

Owners may attend council meetings as observers, except where meetings deal with hearings into bylaw violations, hearings into requests for exemptions from rental restrictions, or where observers would, in council’s opinion, interfere with an individual’s privacy. 51

Ordinarily, every strata council member has a vote at council meetings. However, if all the owners are on strata council, each strata lot has one vote at council meetings. 52

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