Amending a Motion

A confusing part of any condominium meeting arises if, during discussion of a motion that has been properly moved and seconded, an amendment to the main motion is proposed. What should happen next?

The steps are as follows:

  1. Someone (not the person who moved or seconded the main motion) must make a motion to amend the main motion, and set out what the amendment should be. This amendment must then be seconded (again not by a person who moved or seconded the main motion);
  2. The amendment must then be discussed and voted on. [In general, for an amendment to pass, this requires the same level of voting approval as is required for the main motion.];
  3. If the amendment is passed, it then becomes part of the main motion;
  4. Further discussion, if any, continues on the main motion;
  5. The main motion is then voted upon.

One other idea that can sometimes shorten the amendment procedure is as follows: If the mover and seconder of the main motion both agree to accept a proposed amendment, then the amendment can be immediately incorporated into the main motion. The main motion (including the amendment) can then proceed in the usual way.

Lawyers, Guns, Money – 2014 Seminar

John Peart and Jim Davidson will be presenting CCI Ottawa's annual seminar entitled "Lawyers, Guns and Money", on Wednesday, January 29, 2014.

This will be a review of current condominium law (twelve of the key condominium law decisions over the past year). It’s always a lively discussion!

The seminar will take place at the Nepean Sportsplex (Capone's Ballroom – Entrance 4) at 7:00 p.m. on January 29th. If you would like to attend, please contact the Canadian Condominium Institute, Ottawa Chapter at 1-866-491-6216, or visit the CCI Ottawa website to view the registrartion form at http://www.cci.ca/ottawa/news-events/PDF/CCI-Ottawa_LawyersGuns-Money-Jan29-2014.pdf.

We'd love to see you there!

Quorum – Board Meetings

What is the quorum for a Board meeting? Unfortunately, Section 32 (2) of the Condominium Act, 1998 (the "Act") is not all that clear.

A quorum is the minimum required attendance (at a meeting or other assembly) for the transaction of business. In the case of a condominium Board meeting, as long as there is a quorum in attendance, decisions can then be taken based upon a majority of the votes cast by the attending directors. As far as concerns the required quorum, Section 32 (2) of the Act states as follows:

A quorum for the transaction of business is a majority of the members of the board.

So for example, if there are five members of the Board, a quorum is three.

But what if there are two vacancies on a "five-member Board", leaving only three members on the Board? Does the quorum then become two (ie. a majority of the remaining members of the board)?

In my view, the answer is "no". I say this because Section 34 of the Act states that the Board cannot transact new business unless a quorum remains in office. This tells us that a quorum isn't a majority of the remaining directors, but rather is a majority of a full board.

What is a ‘Recorded Vote’

Subsection 52(2) of the Condominium Act allows a person who is entitled to vote at a meeting of owners to request that a recorded vote be held (on any item scheduled for a vote). This section requires that the request be made either before, or promptly after, the vote is taken.

The term “recorded vote” is not defined in the Act, nor has it been defined by the Courts. It is therefore not 100% clear what is meant by the term “recorded vote”. As a result of this uncertainty, it is important, in the event of a request for a recorded vote, that the individual making the request, the chair, and all other owners present at the meeting, agree on (or at least understand) the particular process that will be followed for the purpose of taking the recorded vote.

In my view, a recorded vote is any voting process that results in the recording (in the meeting minutes) of the voting results (ie. the numbers for and against the particular motion). For instance, a recorded vote could be taken by poll (ie. a roll call), a secret ballot (in which case the voter is not identified on the ballot) or an open ballot (in which case the voter is identified on the ballot). Depending upon the type of recorded vote, owners may or may not be entitled to know how each of the other owners voted.

Condominiums may pass bylaws to govern how a recorded vote is to be taken for a particular condominium, and the bylaw may specify the process to be followed. Often, this type of provision can be found in a condominium corporation’s operational or comprehensive bylaw. If there is no existing provision, a condominium corporation may pass a bylaw to amend its operational bylaw by adding a provision to deal with the recorded vote.

Absent a bylaw, the process to be followed when a request for a recorded vote is made may be decided by the chair, or perhaps may be decided by the owners present (or represented) at the meeting, by ordinary resolution.

Regardless of the process selected, it is our general view that, if requested, owners are entitled to know the “number results” of a vote – in other words, owners are entitled to know how many individuals voted for or against a particular item, or how many individuals voted for each candidate in an election. If such a request is made, unless the person making the request agrees to be told privately of the results, the chair of the meeting would be required to announce the number results for the particular vote.

Notes on Board Voting

Decisions of the Board of Directors are made by vote, at meetings of the Board. Here are some quick notes about Board voting:

  • For there to be a vote, there must be a quorum present.
  • Condominium Directors can't vote by proxy.
  • The general nature of the business (to be voted upon) must be stated or implied in the Notice of Meeting.
  • Each Director has one vote, including the chair. The chair never has an extra vote. But the chair always has the right to exercise his or her one vote. [For instance, the chair’s vote may break a tie or create a tie.]
  • For a motion to be carried, a majority of the votes cast must be in favour of the motion. In the event of a tie (among the votes cast), the motion fails.
  • Directors can abstain (and of course must abstain if in a conflict). An abstention is a vote that is not cast.

New Condo Lawyer – Kristen Bailey

We are delighted to advise that a new lawyer – Kristen Bailey – has joined Nelligan O’Brien Payne’s Condominium Law Group.

Kristen graduated from Queen’s Law School in 2004, and was called to the Ontario Bar in 2005. Kristen has several years of experience practicing condominium law in Toronto, at the law firm of Fine & Deo.

We are thrilled that Kristen has moved to Ottawa!