A closer look at the Report on Governance Issues for Stratas: Should the order of agenda items for annual and special general meetings be amended?
March 19, 2019
BY Kevin Zakreski
This post is the part of a series highlighting key recommendations in the Report on Governance Issues for Stratas. For other entries in the series, click here.
Brief description of the issue
Section 28 of the Schedule of Standard Bylaws provides that the “order of business at annual and special general meetings” of the strata corporation must be as follows:
- certify proxies and corporate representatives and issue voting cards;
- determine that there is a quorum;
- elect a person to chair the meeting, if necessary;
- present to the meeting proof of notice of meeting or waiver of notice;
- approve the agenda;
- approve minutes from the last annual or special general meeting;
- deal with unfinished business;
- receive reports of council activities and decisions since the previous annual general meeting, including reports of committees, if the meeting is an annual general meeting;
- ratify any new rules made by the strata corporation under section 125 of the Act;
- report on insurance coverage in accordance with section 154 of the Act, if the meeting is an annual general meeting;
- approve the budget for the coming year in accordance with section 103 of the Act, if the meeting is an annual general meeting;
- deal with new business, including any matters about which notice has been given under section 45 of the Act;
- elect a council, if the meeting is an annual general meeting;
- terminate the meeting.
As there may be concerns about the contents and order of this list, is there a need to amend any part of it?
Discussion of options for reform
This is potentially an open-ended issue, but at first glance it comes down to a straightforward yes-or-no question: should section 28 of the standard bylaws be amended? The answer to this question turns on whether amendments would provide practical benefits for general meetings.
The committee’s recommendation for reform
The committee reviewed section 28 in detail and found it to be in need of improvement. In the committee’s view, the section can be improved by amending its wording and its sequencing.
The common term that is used to describe the order of business at an annual or special general meeting is agenda. While the bylaw includes the approval of the agenda, the agenda is referred to as the order of business, which is a sequence of procedures strata corporations are required to follow, unless they have amended the bylaw. In the committee’s view, this point should be clarified by referring in the bylaw to agenda.
The committee is also of the view that re-ordering the sequence of agenda items will better reflect best practices for general meetings.
Consultation respondents agreed with the committee’s tentative recommendation by a wide margin.
The committee recommends:
Section 28 of the Schedule of Standard Bylaws should be amended so that the agenda at an annual general meeting or a special general meeting is as follows: (a) register eligible voters and issue voting cards; (b) call the meeting to order; (c) elect a person to chair the meeting, if necessary; (d) certify proxies; (e) determine that there is a quorum; (f) present proof of notice of meeting; (g) approve the order of the agenda; (h) approve the minutes of the most recent general meeting or waiver of notice of meeting; (i) deal with any unfinished business; (j) if the meeting is an annual general meeting, receive reports of council activities and decisions since the previous annual general meeting; (k) ratify any new rules made by the strata corporation under section 125 of the act, including any new user fees; (l) if the meeting is an annual general meeting, report on insurance coverage in accordance with section 154 of the act, including the certificate of insurance prepared by the insurance brokerage and the date of the most recent appraisal; (m) if the meeting is an annual general meeting, approve the budget for the coming year in accordance with section 103 of the act; (n) deal with matters under section 46 of the act or about which notice has been given under section 45 of the act; (o) if the meeting is an annual general meeting, elect a council; (p) if the meeting is a special general meeting, elect a council member if necessary; (q) terminate the meeting.
