The rules have changed for condo corporations, at least temporarily, when it comes to e-voting and virtual meetings.
Temporary condo rules for virtual meetings and e-voting
Date Published: April 29, 2020
The rules have changed for some American and Canadian condo corporations, at least temporarily, when it comes to e-voting and virtual meetings. Emergency orders have been made to help condos communicate virtually, and maintain some operations that need to be carried out by condo boards.
On April 24, 2020, the Government of Ontario took additional measures to help corporations, including condominium corporations, cooperative corporations, business corporations, and not-for-profit corporations, during the COVID-19 outbreak. Amendments to Ontario Regulation 107/20 (also known as the Emergency Order) were made so that these corporations can operate with fewer barriers and restrictions while social distancing measures are in place. The orders are retroactive to March 17, 2020, and will apply, unless amended further, for the duration of the emergency order.
Regarding the effect on Ontario condo corporations, the temporary orders allow boards and members to do the following:
1) Extend the date for Annual General Meetings
If the deadline to hold an AGM falls within the period of the declared COVID-19 emergency, the time to hold the meeting is extended to 90 days after the emergency is declared over. Where the deadline to hold an AGM falls within 30 days after the emergency has ended, the time to hold the meeting is extended to 120 days after the emergency is terminated.
This provides corporations with more time to prepare for their AGM and give adequate notice to owners. Some boards may have been worried about whether they would have to hold their AGM through Zoom or Skype. Now they don’t have to. However, AGMs don’t have to be delayed if the board feels confident that it can conduct a meeting electronically.
2) Participate in meetings virtually/electronically
Meetings of owners may now be held by telephonic or electronic means, despite any bylaw (or lack of bylaw). An owner who is personally, or by proxy, attending the meeting through a call or video app, shall be deemed to be present at the meeting or represented by proxy, as the case may be.
Before the temporary orders were made, corporations in Ontario could hold meetings electronically if their building had created a bylaw that explicitly permitted them to do so. Some condos did not have that bylaw in place, and boards were concerned about how they would proceed with member meetings if they could not meet in person or online.
If your board has never hosted a virtual meeting before, we would recommend Zoom, Skype, or GoToMeeting. Give these software programs a try to see if one of them is right for you. It might be a bit of a learning curve, but once you get the hang of it you may decide that virtual meetings are the way to go. Often, boards will have greater member participation because owners can attend from the comfort of their homes.
3) Vote electronically
Voting at meetings of owners is now permitted by telephonic or electronic means, without the need for a bylaw.
That means members can vote on time-sensitive or pressing issues and boards can continue moving some issues or projects forward. Like virtual meetings, corporations needed to pass a bylaw before they could participate in electronic voting, but the temporary orders have lifted that requirement.
E-voting has worked well for many condo corporations. It simplifies the voting process for members, votes are much easier to distribute and collect, and boards can track results as the votes are submitted. They can even see if they’ll reach quorum before the meeting takes place.
E-voting gives owners more control of their vote, and an e-vote can be submitted directly without the need for a proxy. We have developed an intuitive E-Voting feature for condos which can help boards pass laws successfully and safely.
Board members can customize questions, send notices and reminders electronically, and monitor results online. We’ve made sure that this feature is fully compliant with the Ontario Condominium Act.
4) Serve documents/information by electronic means
Anything required to be served or distributed in connection with a meeting of owners may be handed out by electronic means. This includes notices of meeting and preliminary notices of meeting. Owners do not need to provide the board consent to receive any of these documents via email or other electronic means.
Not only is it a lot easier to distribute documents this way, but it reduces paper consumption and print costs. We suspect that condos will be looking to continue on with this distribution method even after the emergency orders are terminated.
5) Change the date, time or place of meetings of owners
If a notice of a meeting of owners has already been sent, and the meeting date falls within the period of the declared emergency, the condominium can change the date, time or place of the meeting in order to move forward with the scheduled meeting by telephonic or electronic means, without having to send another notice of meeting. However, the condo must notify anyone who already received the notice of meeting of the new change within a time that is reasonable based on the circumstances.
Make sure you take proactive steps to ensure all owners know that the location, time or date of the meeting has been changed. Post physical copies of the notice in high-traffic areas of your building, such as in front of elevators and in the lobby, and share the notice with residents using any electronic communication systems you already have in place.
6) Board meetings can be hosted electronically without consent from all directors
Notices of board meetings may now be sent electronically, whether or not the condo has a bylaw that addresses electronic notifications. But more importantly, the requirement that all directors must consent to the holding of a board meeting by teleconference is suspended.
These temporary orders have been made so that condos can communicate more easily, and continue working on some important issues/projects. Condos don’t stop simply because people can’t physically meet in person. However, if condos can delay meetings, and if the board feels more comfortable doing so, they can also postpone some things until we return to a more normal state of living and working. The most important thing to remember is to keep your owners informed about any new changes or updates regarding member meetings.
The tentative end date of the declared emergency is currently May 12, 2020, but this could be extended depending on how many new COVID cases are reported in the next couple of weeks.
Communities in Florida have the right to operate with emergency powers under Florida Statutes and the building’s governing documents. The Division of Business and Professional Regulation has issued Emergency Order 2020-04 for all condominiums, cooperatives, and homeowners associations governed by Florida Statute Chapter 718, 719, and 720. It states that while the Florida Statutes on emergency powers were drafted in response to emergencies such as hurricanes, the statutory emergency powers have the same application under this state of emergency.
As such, condos in Florida can:
1) Conduct board meetings and membership meetings with notice given as is practicable
Meeting notices may be given in any practicable manner, including electronically. Florida Statutes provide that boards may schedule board meetings with less than the required notice. Notice of board decisions may be communicated electronically as well.
2) Cancel and reschedule any association meeting
AGMs and member meetings can be rescheduled until after the stay-at-home order has been lifted.
3) Name persons who are not directors as assistant officers
These assistant officers shall have the same authority as the executive officers to whom they are assistants during the emergency to accommodate the incapacity or unavailability of any officer of the association.
During this Governor-declared state of emergency, boards of common interest community associations are allowed to meet virtually without physically assembling.
In order to properly conduct virtual meetings, care must be taken to satisfy requirements concerning notice, member access, and meeting minutes. This emergency legislation in no longer valid once the state of emergency ends.
1) Virtual meetings are permitted without the need for a vote
Notwithstanding any other provision of law, any governing board as defined in §54.1-2345 of the Code of Virginia may meet by electronic communication means without a quorum of the public body or any member of the governing board physically assembled at one location, provided that:
(i) the nature of the declared emergency makes it unsafe for people to meet in a single location;
(ii) the purpose of the meeting is to discuss or transact the business statutorily required or necessary to continue operations of the community;
(iii) the board shall make available a recording or transcript of the meeting on its website in accordance with the timeframes established in §§ 2.2-3707 and 2.2-3707.1 of the Code of Virginia; and
(iv) the board shall distribute minutes of a meeting by the same method used to provide notice of the meeting.
2) Notice of meetings can be given using the best available method
Given the nature of the emergency, notice may be provided to members electronically.
3) Members can attend virtually
Arrangements for public access to meetings can be made through electronic means including, to the extent practicable, videoconferencing technology. If the means of communication allows, provide members with an opportunity to comment.
Due to the uncertainty of this situation, and the convenience of virtual meeting and e-voting, condo boards may want to seriously consider enacting a permanent electronic voting and electronic attendance bylaw while the temporary rules are still in place. This will enable condominiums to host virtual meetings later in the year when many owners, in light of COVID-19 concerns, may appreciate alternative options to traditional meetings and voting processes. Virtual meetings and electronic voting are generally more convenient, and preferred by owners, and they have even led to higher participation rates.