Review bylaws before electronic meeting
Only practical method of voting may be calling the roll one at a time to identify how they vote
Dear Tony: Our strata corporation is 118 units in the Fraser Valley. In 2010 we adopted a new bylaw package that was drafted and reviewed by our lawyer that included a bylaw that permitted “annual or special general meetings to be conducted by electronic methods”.
The bylaw contained no other language and we assumed this would be easy to administer. We attempted to hold a special general meeting last week to approve a long overdue roofing project for later this summer.
There will be a very small levy as we have planned for most of the funds from our contingency reserves. The notice was issued and advised everyone of the electronic meeting that included a conference call number and or Zoom connection.
It became clear at the beginning that the meeting was in trouble as no one had figured out how we would do registration to identify owners, proxy holders and issue voting cards or in lieu of that be able to identify each eligible voter as there were over 65 people on the call/meeting.
While the concept of an electronic meeting seems ideal, it resulted in a termination of the meeting half an hour after it was called to order because there were so many delays, people continuously getting cut off the system and having to reconnect, and a continual number of people on the conference call who kept interrupting the process.
Are we making this too complicated? Is there an easier method to managing an electronic meeting?
Gerri W.
Dear Gerri: Electronic meetings work very well for small groups of council members or owners where it is easy to identify each owner or council member as they participate.
To properly facilitate and conduct a general meeting by an electronic method — which requires every eligible voter to be able to communicate with each other — bylaws must permit electronic general meetings and address: the process of registration, certification of proxies, recognizing how voting cards will replace electronic attendees, how the quorum is reported and maintained in the event the electronic system being used fails, how a chairperson may be elected if necessary, how votes for resolutions would be counted, how you would address the matter of secret ballots or a precise count if your bylaws permit, who decides how each vote is taken and how the minutes and records of the meeting are reported. For electronic meetings, once the roll of eligible voters as been “registered” and established, the only practical method of voting may be the calling of the roll one at a time to identify how they vote. This will at least ensure you have a record by unit or strata lot number that can support the calculations and decisions made at the meeting.
An online voting process is possible; however, in testing several online voting technologies that occur at a simultaneous meeting, you require a separate identity number for each eligible voter to prevent voting irregularities.
If more than the registered eligible voters sign in — which has occurred on several Zoom meetings — what happens when there are more votes cast than the number registered?
Now you will be required to call the roll and verify each strata lot vote, resulting in a voting irregularity.
Here is a test I apply on procedural questions for both in-person and electronic meetings. Have all eligible voters’ voting rights been protected? Are all eligible voters and proxies properly identified? Is there a risk of voting irregularities as a result of a general log in? Do the bylaws of the corporation permit the electronic procedures? Do the procedures comply with the Strata Property Act and Regulations?
In the past week, we have audited several general meetings converted to Zoom meetings. There was a single method of joining where several parties attended who were not owners, not eligible voters, and disrupted the meetings, and where the strata corporation’s bylaws did not permit electronic general meetings.
There is no single solution that remedies all the conditions, and while it is not safe for people to be congregating in confined spaces, we must look at viable alternatives.
Without amending bylaws, a strata corporation still has the opportunity to convene a restricted proxy meeting, or if there is no urgency, defer the meeting until it is permitted and safe to once again gather.
Before you convene an electronic meeting, closely review your bylaws to determine if the method is permitted, talk through the procedures with council and your manager so you understand how they will be executed.
For more information on restricted proxies and managing your strata through the COVID-19 crisis the Condominium Home Owners Association has prepared a number of guides and templates to assistance with operations.
Go to choa.bc.ca, email info@choa.bc.ca or call 1-877353-2462 and an adviser will be happy to assist.