Strata act sets out quorum conditions

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 of the registrants had left the meeting. Including proxies, we were well below onethird 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. Does this mean that if registered voters leave, we fall below the quorum and affect our ability to do our business?

It's a significant issue as the meeting involved a special levy that will cost each owner around $50,000 for roofing and balcony decking.

— Ginger R., Coquitlam

Dear Ginger: 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.

Quorum for annual or special general meeting 48 (1) Business must not be conducted at an annual or special general meeting unless a quorum is present. (2) Subject to the bylaws, a quorum for an annual or special general meeting is (a) eligible voters holding one-third of the strata corporation's 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 twothirds of the strata corporation's votes, present in person or by proxy. (3) Unless otherwise provided in the bylaws, if within half an hour from the time appointed for an annual or special general meeting a quorum is not present, the meeting stands adjourned to the same day in the next week at the same place and time but, if, on the day to which the meeting is adjourned a quorum described in subsection (2) 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 “subject to the bylaws”.

Many strata corporations have adopted a bylaw that sets a different definition of quorum. It is frequently 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 per cent of the eligible voters.

The definition must also consider the duration 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 bylaw is useful if a strata corporation struggles with attendance at 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. At the adjourned meeting, fewer eligible voters tend to participate than the first convened meeting.

Many quorum bylaws have been adopted where the duration of quorum and how it applies is ambiguous or lacking in definition. If you consider a quorum bylaw, talk to a lawyer with experience in the legislation and governance.

One other item that adds a wrinkle to this: If you have possibly dropped below quorum, including proxies, you probably had less than 50 per cent of the strata corporation's votes in favour of the resolution; this 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 per cent written demand petition require a reconsideration of the vote.