JULY 23, 2020 by Scott Venturo Rudakoff LLP
Due to the emergence of COVID-19 in mid-March of this year, the provincial government advised all Albertans to minimize that any non-essential trips outside of their homes and, at one point, banned any public gatherings of groups larger than 5 individuals. Since that time the restrictions have been slowly rolled back and as of June 12, 2020 Alberta is in Stage 2 of its COVID-19 Recovery Plan. Stage 2 allows for indoor gatherings of a maximum of 50 people, and outdoor gatherings for a maximum of 100. However, this remains subject to 2m social distancing between people not from the same household and continued warnings to act responsibly and prevent unnecessary social contact and gatherings.
In light of the foregoing, it is understandable to consider what this all means for condominiums as the Condominium Property Act (the “Act”) imposes strict timelines for them to hold AGMs and other general meetings. These types of meetings could exceed 50, or even 100, attendees, putting them in violation of the current government recommendations.
Under normal circumstances, condominium procedure surrounding AGMs is governed by Section 30 of the Act which states, inter alia:
On April 9, 2020, given the required social distancing precautions in place at that time, the Government of Alberta issued Ministerial Order no. SA:009/2020 (the “Order”). Section 15 of the Order acted to suspend the requirement to hold a special meeting to replace an interim board and suspended the requirements to hold general meetings under sections 29, 30 and 30.1 of the Act. The order clarified that the suspension of the requirements under section 30 of the Act did not preclude a condominium corporation from holding an annual general meeting through remote means, such as video conference, teleconference or other means. However, the order also did not expressly permit remote meetings.
The Order expires 60 days after the Order Declaring a State of Public Health emergency is terminated. The Alberta order declaring a State of Public Health emergency lapsed on June 15, 2020 and there has been no indication that the government intends to renew or extend it. Therefore, the Order pausing AGMs will now lapse August 14, 2020. As such the meeting requirements under the Act will soon be back in force. However, as the current guidelines are still restricting the size of gatherings and recommend avoiding unnecessary social contact, it remains uncertain how condominiums should be holding such meetings. Although the Order seemingly embraced the concept of holding such meetings remotely such as via teleconference, videoconference or other means; a number of other issues arise from this concept such as: a lack of clarity on determining the venue of an electronic annual general meeting, how electronic votes are to be recorded in a remote environment, or whether the period in which the requirements were suspended by the Order is “tacked on” to existing timelines surrounding AGMs.
It should further be noted that on July 21, 2020 the City of Calgary passed a bylaw requiring face coverings be worn in any public indoor space or vehicle effective August 1, 2020. The official definition of a “public indoor space” has not yet been announced, but it may be that an AGM could fall within this definition.
Considering all of this, condominiums now appear to be operating in a grey area where they will soon be required to hold AGMs, but the method by which they are to do so is uncertain.
Some literature on holding an electronic annual general meeting from Ontario suggests that condominium corporations can either hire a third-party meeting organizer, arrange a videoconference, arrange a teleconference, or wait until social distancing restrictions are lifted. Each option comes with its costs and benefits, and each option will need to be assessed by the condominium before choosing the option that best suits their needs.
If you have any questions or concerns regarding holding an electronic annual general meeting during COVID-19, or are seeking advice on how to tackle these uncertain and confusing issues, please do not hesitate to contact a member of our Condominium Group at SVR Lawyers.