By: Angela Bandiera – Property Manager, Hamilton
From the WB Condo Connection – Volume 5, Issue 2
An Annual General Meeting, commonly referred to as an AGM, is a formal meeting which is held once a year. The Act provides corporations must have an AGM as it provides a formal opportunity for a review of the corporation’s financial year and to address business such as the election of board members, appointment of the auditor, etc. Each corporation will have a section in the Declaration which deals with meetings of the owners that provides guidance as to how the AGM should be run and although it is a formal meeting, it is also a great opportunity to communicate with unit owners, what has transpired over the past year relative to the corporation.
Timing: Each corporation will find all requirements as to when their AGM should take place. The Act states that AGM’s must be scheduled and held within six months after the end of your financial year when accounts have been audited.
Board Nominations: Your Organizational By-law will also give guidance on electing board members and the required number for your corporation. Since the names of candidates interested in putting their names forward for a position on the board must be included in the notice, it is necessary to ask for nominations before the AGM, through a Directors Call Notice which should be sent to all unit owners at least 30 days before the date of the AGM. Check whether your by-laws have restrictions with respect to who can stand as a board member in addition to those already provided in the Act.
Publicity and Invitations: The Condominium Act also states the required number of days to give advance notice of the AGM as fifteen. That does not include the date the notice is mailed or the date of the meeting. In other words, fifteen clear days and your Declaration may state the form(s) in which the notice may be distributed. The AGM Package must include a copy of the agenda, any previous AGM minutes, the Year End Financial Report, names of any candidates for a position on the board, and any other pertinent information relative to the meeting such as passing of a by-law or any other items that require a vote of the owners. Board members should attend, as well as the auditor for the corporation and any other guests that may be presenting up coming projects or information.
Venue: The venue should be as accessible as possible. Try to find out beforehand if attendees have particular requirements, e.g. wheelchair access, translation services. It is useful if the venue has a microphone.
Running the AGM: The AGM is normally conducted by the Chair of the Corporation as spelled out in the Organizational By-law. Minutes of the meeting should be taken by the Secretary of the corporation or an independent secretary. The AGM agenda should be followed as closely as possible to avoid any unforeseen disruption. Registration must take place as the unit owners are arriving to ensure everyone in attendance has been accounted for and quorum has been achieved. If quorum requirements are not specifically addressed in the Organizational by-law then quorum is twenty-five percent of the units of the corporation. The meeting should begin on time as indicated on the AGM package. You do not want the owners to feel as though their time is not important by holding up the meeting while waiting to achieve quorum. It is reasonable to wait 15 minutes after the designated start time and if quorum has still not been achieved then the meeting should be cancelled or discussions could take place among those in attendance that do not require a vote.
Minutes / Matters Arising: Matters arising from the minutes should be taken in the order they appear. In some cases the Chair may ask that matters arising be dealt with during the course of the meeting. The minutes of the previous AGM should be formally adopted by a motion, a seconder and a vote of those in attendance. Detailed information should be recorded in the minutes while avoiding a verbatim accounting.
Presentation of Annual Financial Report: The annual financial report gives an overview of the main financial transactions of the past year, is approved by the board of directors and should be presented at the AGM by the author of the report, the Auditor. The Auditors prepare the report and are really the only individuals who have a thorough understanding of the content. The audit must be undertaken by a registered auditor i.e. someone who is a member of a professional organization that registers auditors unless the corporation is comprised of less than 25 units in which case if 100% of the owners are in favour and provide their consent in writing, the audit may be waived.
Appointment of Auditors: The auditor is appointed by the owners at the AGM. The existing auditor may be reappointed or proposals may be presented for a decision of the owners if a change is required.
Election of Board Members: The Act provides that directors will be elected for a term of no more than three years unless the corporation’s Organizational by-law provides for a lesser term. Any unit owner who meets the criteria and wishes to stand for a position at the AGM does not need to be in attendance but must be nominated at the meeting. The individual will then be required to accept the nomination and if elected and not in attendance provide written acceptance within ten days of the meeting.
Voting Procedure: The Act identifies who is eligible to vote at the AGM. If the Declaration does not provide clear guidance on what to do in the event of a tie, then it is usual practice to conduct a second vote so it is crucial to ensure a second set of ballots is available. The existing Board members need to be clear about voting procedures as laid out by the Declaration before attending the AGM.
Motions to be put to the AGM: Any Motion for consideration at an AGM should usually be submitted to the Corporation well in advance of the AGM, so that it can be included in the Notice of the AGM. Unless an item appears on the agenda to be voted on at the AGM, a vote cannot be conducted. Voting may be undertaken by ballot or by a show of hands. Or, in an effort to determine the level of interest the owners have in a specific project, the Board may request a “straw vote” by a show of hands.
New Business: The Annual General Meeting is a meeting of the owners and as such is their opportunity to raise subjects relative to their Corporation. Although owners cannot be restricted with the topics they wish to raise relative the Corporation, in consideration of time, it sometimes becomes necessary to limit owners to one question each or to implement a time limit for each topic. The AGM is a useful opportunity for those who are involved with, or interested in your Corporation to have their say.
Conclusion of Business: The meeting is formally brought to a close by the Chair.