Dear Tony: At a recent general meeting, our strata had a lengthy dispute over how quorum was calculated and whether we could continue our meeting near the end, as more than half the registrants had left the meeting and, including proxies, we were well below one third of the owners present.
We have a bylaw that sets a quorum at the beginning of the meeting to be those who have registered at the time the meeting is called to order, but does that mean if registered voters leave, we fall below the quorum and that affects our ability to continue our business?
This is a significant issue, as it involved a special levy that is going to cost each owner around $50,000 for roofing and balcony decking.
Ginger R., Coquitlam
The Strata Property Act sets out the conditions for quorum. It is critical to read all sections that apply to quorum, as there are conditions for small strata corporations of four lots or fewer, or where an investor holds a significant number of units.
The act says at an annual or special general meeting, business must not be conducted unless a quorum is present, and defines quorum in that case, subject to the bylaws, as: a) eligible voters holding one-third of the strata corporation鈥檚 votes, present in person or by proxy, or b) if there are fewer than four strata lots or fewer than four owners, eligible voters holding two-thirds of the strata corporation鈥檚 votes, present in person or by proxy.
It says that unless otherwise provided in the bylaws, if within a half hour from the time appointed for an annual or special general meeting a quorum is not present, the meeting is adjourned to the same day in the next week at the same place and time, adding that if, on the day to which the meeting is adjourned, a quorum is not present within half an hour from the time appointed for the meeting, the eligible voters present in person or by proxy constitute a quorum.
The key part of this section is 鈥渟ubject to the bylaws.鈥� Many strata corporations have adopted a bylaw that sets a different definition of quorum: frequently, it鈥檚 those who are present in person or by proxy at a specific period of the meeting, or a lower threshold, such as 10 or 20% of the eligible voters.
The definition must also consider how long this applies, as it may set a condition that limits how quorum is assessed throughout the meeting.
This is often the point of confusion, as in your situation. The bylaw may require an amendment so those present in person or by proxy throughout the meeting, in addition to the time the meeting is called to order, will resolve this issue.
While most of our voting at general meetings is majority and three-quarter votes, the chairperson must understand the application of the quorum bylaws and maintain an assessment of those registered who are still present at the meeting to ensure a quorum is present.
A quorum bylaw is useful if a strata corporation struggles with attendance at general meetings. In my experience, the definition of the act is limiting.
Adjournment of the meeting for seven days almost always results in complications with securing a repeat venue or staffing, and at the rescheduled meeting, fewer eligible voters tend to participate than for the first convened meeting.
There are many quorum bylaws that have been adopted where the duration of quorum and how it applies is ambiguous or lacking definition. If you consider a quorum bylaw, talk to a lawyer with experience in legislation and governance.
One other item adds a wrinkle to this. If you had dropped below quorum, including proxies, you probably had less than 50% of the strata corporation鈥檚 votes in favour of the resolution, which will require the strata to wait at least seven days before acting on the approved resolutions, unless it is an emergency, as the owners could by 25% written petition require a reconsideration of the vote.
Tony Gioventu is executive director of the Condominium Home Owners Association
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