Strata operations: Chairing meetings

0:00 – Chairperson Authority in Electronic Meetings

0:01 Tony Gioventu: The issue I'm going to address for everyone is the roles and duties of a chairperson in electronic meetings, because there seems to be a fair amount of confusion on this topic. But there also seem to be some assumptions that are being made that are not correct, and I think everyone should be mindful that the chairperson wears quite a lot of responsibility and liability in their function as the chairperson.

0:31 A chairperson is either procedurally already established under the bylaws of the strata corporation, or they're elected at a meeting, or, in a number of cases that I've done historically, they're appointed by the courts, to ensure a strata corporation properly convenes its meetings, properly votes, issues voting cards, can identify eligible voters, scrutinize the proxies and certify them. There's a role for the chairperson that is quite substantial here.

1:08 One of the myths that we often deal with is that the strata council have functional authority at a general meeting. And other than the chairperson, who is designated as the president or vice president, or the elected chairperson or the appointed chairperson, the real authority sits in the seat of the chairperson. And they don't have the authority to necessarily delegate duties or responsibilities without the consent of the owners, because the Act is very clear that matters are decided at general meetings by majority vote.

1:46 It doesn't open the door on the chairperson saying, I'm going to appoint you as the scrutineer, I'm going to appoint you as the registrar for attendance and the verification of proxies. There isn't a provision for that within either the standard bylaws, any of the bylaws I've seen, within the legislation or the Strata Property Act. The intention for this is to keep the voting and decision making within the quorum body who attend meetings, to not delegate it or devolve it to one specific person.

2:13 – Who Chairs: President, Vice President or Elected

2:21 Tony Gioventu: So by default the chairperson is the president or the vice president of council. This is under the standard bylaws of the Strata Property Act. Most strata corporations have retained that standard bylaw, but in absence of that standard bylaw it could be any other person. So it could be a person who is elected by those present at the meeting, could be a person who is an eligible voter at the meeting.

2:52 So if you have an individual at the meeting who is elected, they may have to be an eligible voter, which could limit the potential of certain types of persons to be part of the meeting. When you look at the roles and responsibilities of the chairperson, it covers meeting procedures, voting thresholds, voting methods, the eligibility of voters in person or by proxy. These are no different than any other meeting, whether it's electronic or whether it's in person.

3:31 Or, you know, we hear the term hybrid meeting. I think technically a hybrid meeting, if you have people attending electronically from one side, people are also attending it electronically from the other side, it's still a meeting in every function. Just the method of attendance is different, it's the only contributing factor here. The other provision that we've seen was a change in the Strata Property Act, the exemption around an entitlement to a secret ballot when people are participating in electronic meetings.

4:09 And the intent of this was not to undermine the ability of a strata corporation or a chairperson to be able to convene votes by ballot, where essentially nobody else knows how anyone else votes. The intention of this was to prevent individuals who are holding large numbers of proxies, who are trying to control meeting outcomes, from using the procedure of secret ballots and controlling the outcomes of meetings.

4:40 So there are a number of variables in all of this that have a greater impact for all of us. So, again, look at who the chairperson is. It's the president or the vice president, and the language is very clear. If this person is unwilling or unable to chair the meeting, then the eligible voters vote by majority vote to elect a person. If it's your property manager, it's a majority vote to elect them to chair the meeting.

5:13 If it's another person at the meeting, it's a majority vote to elect them at the meeting. Look at your bylaws closely, however. There are many strata corporations with bylaws who determine that the chairperson must be an eligible voter. So if they must be an eligible voter, they either have to be an owner registered or a proxy holder in order to chair the meeting, and certainly we come across this quite frequently.

5:41 The other issue is around eligible voters. If that's the case, the property manager or an employee of the strata corporation may not be elected to chair the meeting. And finally out of that, a chairperson can also be appointed by an order of the courts, with very specific instructions, and there may be specific limitations. That order is part of the record, all eligible voters would be entitled to see that order and understand what those implications are.

6:08 – Chairperson Checklist and Certifying Proxies

6:13 Tony Gioventu: Here's a checklist of the kind of things that the chairperson has the authority and the responsibility for. And again, I'm talking about general meetings here. Council meetings are much more casual. Strata corporations, strata councils are much easier with respect. But just a little back step on that: strata councils, the president or vice president or any other council member may chair those meetings provided council agrees to who the chairperson is.

6:50 So just look at the authority and the responsibility that a chairperson has to manage compliance with the Act and with the bylaws. If this is a daunting task, our rules of order are the Strata Property Act, the regulations and the bylaws of a strata corporation. Certification of proxies: it is the chairperson who certifies the proxies. There may have been notices issued to those persons who have not paid fees or special levies, that they would be ineligible to vote.

7:24 When the registration is complete, the list is provided to the chairperson: those who may not necessarily be eligible to vote, any proxies that may be in question as to whether they are credible or not, those are provided to the chairperson. It's the chairperson who has the authority to certify the proxies. Order of conduct at the meeting: if individuals are being abusive, or if there are behaviour issues, or if you're out of order speaking on other resolutions, or there is a disruption of some sort, that's the responsibility of the chairperson.

7:58 And if you allow this to get out of hand to the point that the frontline workers are involved and you have the police and fire trucks showing up at your meetings, as a chairperson you might be taking on some liability and responsibility here. You have to manage the eligible voters, and what that means is you have to be aware of all of the eligible voters who are at the meeting in person, by proxy, and is there some method that you can communicate with them, however that is.

8:18 – Managing Eligible Voters and the Agenda

8:30 Tony Gioventu: We often have people who attend electronically but they may have a problem with their microphones. As the chairperson you can provide them with an instruction: can you use the chat function with the platform that you're using, give us your instructions, can you participate in the voting platform, if you have questions can you email them directly to the chair, can you hear what's going on? Remember, the principle of electronic meetings is you have to be able to be heard and you have to hear.

8:59 And it's not just about hearing, it's about communicating with each other, and that's important as well. You have to follow the agenda. You're the chairperson. The agenda is essentially approved when the notice is issued, and it's under the standard bylaws or the bylaws of your strata corporation. If the members at the meeting deem by majority vote there's an item that should be moved on the agenda because there's a sequence issue, a majority vote is then convened to be able to deal with that.

9:31 It's an amendment of the agenda, but it's your responsibility to follow the agenda. Your responsibility also for qualification of amendments for different voting thresholds. So you have a request on the issue of a three-quarters vote that says you cannot make a substantial alteration. I'm going to come back to that. But we have four voting types at our meetings. We have majority votes, three-quarters votes, 80 percent votes, and 100 percent or unanimous votes.

10:04 And there may be a requirement for corrections or minor amendments in any of those. Majority votes have no threshold with respect to amendments, but the remainder have significant thresholds that are there. It's the chairperson generally, when you look at the standard bylaws, to determine the methods established that are going to be used for voting, whether it's the chair who polls votes and calculates results.

10:20 – Calling Votes and Reporting Results

10:37 Tony Gioventu: And if you have somebody doing this for you and assisting you, that's fine, but as the chairperson, don't make assumptions it was done correctly, double check it. Because if there does turn out to be an error of a vote that did or did not pass, and significant implications were resulted, you can have the liability. And the other side of this is the reporting of results. What are the results of this vote?

11:01 Report them back, so there can be accuracy in minutes, but also everyone in the room is aware of the implications that may occur. This is most important when we come to three-quarters votes under section 51 of the Act. Report the results of a vote. The numbers that are recorded on a three-quarters vote can significantly implicate whether a group of owners may mount a petition to recall or re-vote on the resolution within seven days.

11:30 If you don't report the votes and they can't do that, it's not a defence that they weren't aware. It's your responsibility as the chairperson to ensure everyone's aware of what the voting numbers at the meeting are.

11:41 – Documents the Chair Must Have

11:45 Tony Gioventu: Documents: I can't say this more than enough, I'm really appalled at the number of meetings I attend where these documents are not present at the meeting, and there's no competent way to chair the meeting without them. The Act and the regulations, absolutely. Somebody may challenge something, there may be a question, you need a reference. The bylaws of the strata corporation are going to determine procedures, voting methods.

12:14 You may have sections, you may have non-residential units with votes. The schedule of voting and unit entitlement, again absolutely necessary. We know that for almost all residential stratas across the province they are one vote per unit, but this is not the case for every residential strata corporation. And if there is mixed use and there are non-residential units, the voting is proportional voting, so the voting numbers have to be accurately entered, because they will affect quorum, they will affect voting thresholds.

12:50 And if you have separate votes for bylaw amendments on residential, non-residential, both will have to be calculated separately. A current register of owners: this is going to be necessary, especially if you have any proxy assignments that have restrictions imposed by an owner. You're going to, as the chairperson, have to itemize those, because if there is a proxy restriction you're going to have to figure out how, on a voting platform, that vote may or may not be permitted.

13:21 So there's definitely an audit responsibility here, and many votes pass by one or two or three votes. So don't dismiss this as something that is really not going to affect the outcome of the meeting. It certainly can affect the outcome of the meeting. And then of course the notice package and the absolute wording of the resolutions. As the chairperson it's essential, especially in the sense that anybody proposes amendments that may occur during the meeting.

13:46 – Voting Methods: Cards, Polls and Roll Call

13:52 Tony Gioventu: The voting methods that we have under the Act are pretty straightforward. We traditionally used a show of voting cards, and when we're on a platform, on the screen, if everybody has a window of some sort, there's also a method of using a raise hand function or a flag function, or good old-fashioned video, everybody holds up their hand. In small stratas that are 12 or 16 units, with everybody on the screen, it's intimate but it works incredibly well.

14:19 Screen polling works very well also, where all of the voters are identified and they just simply use a screen poll to show how they have cast their vote, in favour or opposed. A call of the roll is probably the most accurate vote that anybody can actually experience or take, and this is where the roll is called, those present in person or by proxy, they're asked how they vote, for or against, and the results of the roll are recorded in the minutes.

14:51 Simply not a matter of the voting outcome, there were 23 in favour and 24 opposed. It's a matter of the roll being recorded in the minutes as well. A ballot: so, we know that secret ballots are not an entitlement for people within meetings, but you can certainly use a number of functioning ballot platforms, which in essence give us the same level of confidentiality. The difficulty however comes when you're using an online platform as well as having people attending as a group in a hybrid type meeting.

15:32 One person does not represent six people in a room, for example, who's voting. Those individuals have to vote. So balloting may not work in those circumstances. You might actually be calling the roll, and calling the roll is something that we frequently do to ensure that everyone's vote is counted and that we have absolute voting accuracy. Survey polls also, Zoom survey polls, don't do it. They don't identify who's voting, and that's a problem.

16:03 The reason: we need some way of identifying every eligible voter. Just think of the link. The Act says you must be able to identify each eligible voter. When people vote I need to be able to identify who voted, and so many of the platforms can actually do that for you. They don't necessarily identify how people voted, but they will identify who voted, and this is fairly critical.

16:29 – Counting Votes and Voting Thresholds

16:29 Tony Gioventu: Four votes, again, at general meetings: we have majority votes, three-quarters vote resolutions, 80 percent votes and unanimous votes. The majority and the three-quarters votes are counted the same, 80 percent and unanimous votes are counted the same. So here's just a simple example for a majority or a three-quarters vote, and I've used a three-quarters vote for an example. The language of the Act is very clear, and this eliminates a few things, where it says at the time the vote is taken.

16:59 Which means a proxy assignment is not a vote, it is not a ballot, it cannot be counted, it must be exercised by the proxy. The proxy is the person representing the vote. So there's no absentee balloting under our legislation. So here we have an 80 unit strata corporation, there are 80 votes in total. In attendance at the meeting we have 41 in person and 18 by proxy, which is 59 votes.

17:26 When we call for the vote, 37 people vote in favour, 12 people vote opposed, which leaves us 49 votes. So those people who did not vote, the 10 people who simply abstained, didn't vote, didn't participate, that's fine. Their vote simply, under a majority or three-quarters vote, does not count. If this is a three-quarters vote, we then take 49 times three-quarters, gives us the number, and as the 37 in favour, this resolution would have passed both as a three-quarters vote or a majority vote.

18:01 So again, simple rule, but stick with the basics: always ask for those in favour and those opposed. You can't do negative voting, by the way. I frequently go to participate in meetings where individuals who are chairing the meeting will say, are there any opposed? There being none opposed, the resolution is passed. No it didn't. And we actually do have a reference in a BC Supreme Court decision that requires that you must call those in favour and those opposed.

18:33 There is absolutely no reason to call for abstentions in any of the votes, and you'll see the reason shortly here in one second. So if we have an 80 percent vote, and I used a mixed-use strata corporation, so we have a mixed use strata corporation that has 166.68 votes on their schedule of voting entitlement, 80 percent of 166.68 is 133.34. And it's a simple, all those in favour: unless you reach 133.34 votes in favour, the resolution is defeated.

19:09 And the same thing applies to a unanimous vote. If there was a unanimous vote required, unless you reached 166.68 votes, the resolution does not pass, it's defeated. We see frequently 80 percent votes for wind-ups, for strata corporations considering selling their property because their development is now in a higher density area, the costs are too high. 80 percent votes I think should be done with extreme care.

19:39 I would always recommend an 80 percent vote be a call of the roll, so that no one after the effect can make any claims or cast any doubt on the voting system that was used or the voting platform that was employed for this. Proxies and restrictions: so we get into lots of trouble in this area.

20:02 – Proxies, Restrictions and No Absentee Ballots

20:02 Tony Gioventu: The first three months of COVID, where we didn't have any solutions for anything and people had already sent out notices of meetings and nobody wanted to meet and nobody figured out how to get their electronic voting done, or the notices were already sent out for the meetings, and suddenly there was a ban on gatherings.

20:20 We ended up with this very little narrow window of about six weeks where people were calling it a proxy only meeting, where everybody was using a proxy giving all their voting instructions, and then the property manager and the president of council would get together and they would essentially calculate out all the voting and results, and the president of council would be the assigned proxy holder. That was a very short stop-gap measure.

20:49 And as long as the president of council, by name not by position, was named as the proxy and actually exercised the votes, then that was a legitimate process. The difficulty with that was, it gave the impression that there was such a thing as absentee balloting. We do not have absentee balloting within our legislation. The proxy, by the way, again another little bit of a misunderstanding, but the proxy is the person who's been assigned to represent the voting rights of the owner.

21:22 The proxy is not the form, that is the assignment document. The proxy is the person who is assigned the authority to vote. Any person except a property manager or an employee of the strata corporation can hold a proxy, and yes, they must be the age of majority. The proxy must exercise the votes for each vote called. So I still see meetings where the secretary of the meeting or the property manager says, I've got all the proxies, I've calculated all the votes, I've just sent them to you.

21:55 I don't want them, that's not how this works. The person who's been assigned 15 proxies is going to be identified with 15 votes on the screen. They will have 15 votes assigned to them, they must exercise those votes. I can't declare any of those votes in any other way as the chairperson, nor can anyone else. That person must exercise those proxies. Voting instructions and direction on a proxy: these are again, I think this is a bit of a surprise to everybody, but these are at the discretion of the proxy themselves unless there is a specific restriction on the form.

22:39 There is no such thing as a restricted proxy. There is a proxy assignment form that may have restrictions on it. And again, if there are any proxies with restrictions on them, it's the chairperson who requires a copy of that proxy, so they can identify whether that person at any given time may or may not vote on a specific provision. And so here's two examples. If there is an assignment that specifically indicates the proxy is restricted for a specific purpose: the first one I see occasionally, that this proxy may not be used for the election of council.

23:16 And it's a method that individuals use, so one person cannot gather a whole pile of proxies and then use it to control the outcome of council. Some strata corporations, when they send out their optional proxy forms, have added this. It's created a lot of controversy within your communities. Leave those decisions up to each individual owner. Another one: the proxy may not be used for amendments to resolutions.

23:44 And this could be a meeting for example where there is a three-quarters vote for a substantial special levy, or an 80 percent vote for the purpose of a wind-up of a strata corporation. As an owner, the owner may not want anything other than what they have been given notice of, and so if there are any amendments to the resolution they may not be willing to participate. One of the challenges for the chairperson is understanding who voted, not how they voted, but who voted.

24:24 And you will occasionally see individuals who are holding lots of proxies who simply will not exercise the votes. That's up to the discretion of that individual, but as a chairperson that's where you develop a skill and you say, okay, we have a problem here, let's poll these votes, let's call the roll, so that the people who've issued proxies can identify how this person has voted or has not voted.

24:50 Calling the roll, by the way, prevents an individual holding lots of proxies from altering their instructions and voting in other ways, because now they're going to be held accountable for how they voted against the instructions of the owners.

24:59 – Rules of Order and Removing the Chair

25:03 Tony Gioventu: Our basic rules of order are section 50 of the Act: at annual and special general meetings matters are decided by a majority vote unless there is a different voting threshold. So you can have amendments to resolutions. They can't substantially change a resolution by three-quarters vote or 80 percent or unanimous vote. But this is our principal rule of order for business at general meetings, which also means that if the chairperson is not meeting the requirements of the meeting, is acting unfairly, that by majority vote the owners can remove the chairperson at any given time during a meeting and elect a new chairperson.

25:45 Certainly you've seen that creates a bit of mayhem at a meeting, but it's not an unreasonable expectation if you have a chairperson who's acting contrary to the interests of everybody. The chairperson is the party with the interest to determine whether an amendment, a three-quarters vote, 80 percent vote or unanimous vote is permitted. In majority votes there are really no limitations to amendments. Three-quarters votes, it can't substantially change the outcome.

26:14 And 80 percent or unanimous votes, any amendments that you might consider would probably be only technical corrections in nature, provided they don't alter the resolution. They may have a date that is mixed up, they may have an addition error in them that creates a technical problem, there could be technical issues that need to be corrected, but they don't alter the resolution. Again, this is the chairperson. And when you're dealing with the voting and the voting platform, this is where we run into issues with individuals who are opposed to the chairperson making these decisions, and they come forward and they want to challenge the chair.

26:58 And again, by majority vote the owners at a meeting certainly have that right, as the voting quorum attending the meeting.

27:04 – Minimum Requirements to Chair a Meeting

27:05 Tony Gioventu: What do I look for as a chairperson in order to chair a meeting? These are the basic minimums. I need to be able to identify who the eligible voters are and who is voting. If I can't do that then I have a problem as the chairperson, because I can never provide an assurance that the voting outcomes were accurate, or that the eligible voters were entitled to vote.

27:30 I need to know the total number of votes cast for or against. That's the most critical item, and I need accurate numbers. A simple statement of, the resolution is carried, is a message I might deliver to the owners for a majority vote, but as the chairperson I require accurate numbers so I can double check the calculations. I need to know what voting restrictions sit on any proxy assignments.

27:57 Those could be critical, and certainly they do influence the outcomes. I see these frequently on mixed-use strata corporations, where a commercial property owner will assign their votes to a member of council to ensure that a proposed bylaw amendment is going forward, but they will restrict it because they don't want amendments to occur that they're not aware of. And what they will simply identify is, for the purpose of resolution five, the bylaw on smoking on property, the proxy holder may not participate or vote on any amendments or an amended resolution.

28:43 That is one of the most frequent restrictions that we'll often see. You also need a complete owner list, and there's two reasons for this. The first, of course, because it will help to identify proxy assignments and deal with any audit issues that you have on proxies. But the other side of this is, a complete owners' list also identifies who's going to be eligible for council. And the owner list includes the name of the owners, and it should include the name of a tenant if there is an assignment for a tenant to be elected to strata council.

29:18 The schedule of voting entitlement, especially if you have mixed use. But if you have a strata corporation that's residential only with an unusual schedule of voting entitlement, you will want that in front of you, because someone is not going to believe you, they're going to challenge you. You want to be able to identify and point to it. The bylaws of the strata corporation: I can't imagine how anyone could chair a meeting without having the bylaws of the strata corporation in front of them.

29:45 The voting methods, the decision on how voting is conducted, the reporting: they change from strata corporation to strata corporation. And then of course the last thing is the voting calculations of each resolution. You need to confirm how they were calculated, and are they reported correctly for all of the parties. All right Ryan, I think I did half an hour right on.

30:07 Ryan Grant: Yeah, this is perfect. That was great, and informative as always. We do have a lot of questions that came in, and we have about three minutes left.

30:16 – Q&A: Managers Chairing and Notice by Email

30:19 Ryan Grant: If you can look on the right hand side of your screen there and just go through some of the questions.

30:24 Tony Gioventu: Absolutely. Okay. The first one I already dealt with in part of the discussion, yes. We were talking about general meetings, council meetings, it's up to council who chairs meetings. My stance on strata managers chairing a meeting: oftentimes they may be the most competent person at the meeting to chair the meeting, but if there's a dispute with the management company, or if there is a special project that's being undertaken where the management company is being paid a management fee, it then starts to cross the line of conflict of interest.

30:55 So there are circumstances where they need to think, are there any potential conflicts here? The routine annual contract that's approved in the budget with its regular fees, that's already been negotiated, it's not a conflict. That's not going to present conflicts, because there's no special benefit or circumstance occurring here. But if there are amendments, additions or changes that are being proposed that the owners are voting on, or a contract where the property management company has an interest, then it starts to become a bit of a problem for a conflict.

31:26 How would you deal with an eligible voter who is being disrespectful? Actually, I love electronic meetings for this, I think they're just the best of all, because I can guarantee their voting rights are still protected, so they can still vote on everything, but we can silence them or remove them from the meeting and put them into a waiting room. We certainly encourage their participation, but we give them warnings, we will ensure that their voting rights are respected, but at some point, after a number of warnings, they might have to be removed and given a little bit of a time out in the waiting room.

32:01 I don't know if anybody noticed, but when you're on evening meetings that are electronic and people are sitting around a table and there's a bottle of wine on the table, everything at seven o'clock is fine. By nine o'clock, when the second or third bottle of wine comes out, problems begin to happen, right?

32:17 Ryan Grant: Yes.

32:17 Tony Gioventu: Yeah. What are our responsibilities for communications to owners? We advise of an AGM by email. You can only give notice by email if owners have specifically consented to receiving notice by email. So make sure that your owners' list is cross-referenced with documentation that owners have verified, yes, we would like to receive notice by email. You can post a notice on your website, on your boards and stuff like that, but it does not replace 20 days written notice, to be specifically issued in writing, delivered or by email to the parties.

33:03 Ryan Grant: Any other questions we will try and save and answer at a later date. So we're going to save any of the questions that we had for you, and we will connect with you, Tony, and go over them.

33:14 Tony Gioventu: Okay, no problem.

33:14 Ryan Grant: That's great. Thank you for attending, and everyone really appreciates what you've provided us.

33:21 Tony Gioventu: Thanks Ryan.

33:21 Ryan Grant: Thanks, take care.

33:23 Tony Gioventu: Okay, bye for now.