board of directors - CCI GRAND RIVER

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Connecting With Directors & It’s Value

July 17, 2024/in Educational

So, you put your name forward and got elected to the Board of your condo. Now what?

For many condo owners, participating as a director of their condo corporation is their first experience on a board or having anything to do with managing a large property with multiple owners (and expectations!). As board members in Ontario, we must complete basic training on how Ontario condo corporations work and our legal responsibilities as directors.

But what about all the other stuff? The range of demands on a director can be daunting: dealing with property managers, many different vendors, huge budgets, security, building-wide mechanical systems, owners, tenants, legal challenges, and more.

One solution is to network with other board members in your area and learn from them. CCI education events are a great way to meet other board members interested in a specific topic, but those opportunities can be fleeting. Another approach is to build your own networking group.

Two years ago, a Kitchener woman, Penny, was newly elected to the board of her condo and heard of another woman who was also a new board member. After a quick introduction, they met up for coffee to discuss their experiences as new condo board members. The conversation quickly shifted to sharing challenges and solutions to various issues they had experienced in their buildings. The nuggets of value and the number of unanswered questions led them to want to include more local board members to meet informally over coffee.

It might have ended there, except that Penny isn’t one to sit around waiting for somebody else to take the reins. She decided to organize a monthly “coffee club” meeting to discuss the challenges of sitting on condo boards in our area. Word of mouth quickly grew, and before we knew it, the group had a representative from over a dozen buildings in Kitchener-Waterloo. The group has a virtual early morning meeting once a month. The agenda is based on whatever topics members bring forward, although costs, condo fees, security, property managers, and mechanical systems tend to be the most heavily discussed topics. Tours of member buildings have also been organized from time to time.

The properties represented in our coffee club range from 60 to 350 units and 2 to 36 years old. Every building is unique, but we all share many of the same challenges and rely on the same pool of local vendors. If one of us is faced with the prospect of replacing a boiler, a cooling tower, or water softeners, somebody in the group has done it recently. If there is a need to up your game regarding security systems or your building access and package drop systems and procedures, somebody has done that too. If you feel you should be adding EV charging, there is experience in the group. What worked down the street may not be the appropriate solution for your building, but they’ve probably already done a load of research they can share that can be immensely valuable.

Touring other properties has brought up topics nobody in the group thought to ask about. These have included bike storage solutions and management approaches, waste/recycling/compost management practices, resident committees that tend to patio herb and flower gardens, and more.

Our group no longer accepts new buildings as the current size is optimal. However, Penny has proved that all it takes is one person willing to organize and hold monthly meetings to make it happen. It Is easy to connect with boards in other buildings close to yours. If word of mouth doesn’t work in your situation, another approach is to find out who the property manager of buildings close to yours is and start there. They can’t (shouldn’t!) give you contact information for directors of other buildings, but they should be willing to forward your email to the board explaining your plan, the benefits, and an invitation to join your own condo coffee club. If you decide to start a group like this and have questions about how to do it, Penny has offered to discuss it with any interested board member to share her insights and experience. She can be reached at pjstantoine@gmail.com.

John Hayes,

Business Analyst (Retired),

Mergatroyd Systems INC.

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Conduct at an Annual General Meeting

May 2, 2024/in Educational

Difficult Annual General Meetings:

For boards, owners, and property managers, annual general meeting season can be a stressful time. The Condominium Act, 1998 (the “Act”) requires that a board shall hold a general meeting of the owners within six (6) months of the end of the corporation’s fiscal year. If your condominium’s fiscal year matches the calendar year, the months leading up to June can be hectic. Complying with the notice requirements of the Act, preparing the prescribed forms, and coordinating with auditors, lawyers, and engineers to ensure all necessary material is ready are just a few of the boxes on any annual general meeting (“AGM”) checklist. Then comes the AGM itself and the unique challenges that face each condominium. Most AGMs run smoothly and without incident, others not so much. Difficulties can arise for a myriad of reasons such as disputes over proxies, the financial health of the condominium, who will conduct the meeting, differing opinions over governance and priorities, and the clash of strong personalities, to name a few.

While each condominium is unique, some difficulties can be predicted and overcome in advance; others cannot. The Ontario Superior Court has addressed situations that arise at AGMs and can provide guidance to condominium boards, owners, and property managers. Such situations include who should chair the meeting, how to assess proxies, and what to do when someone disrupts the meeting.

Chairing the AGM:

The Act is silent on who should chair the AGM and what the duties of the chair are or should be. Often this role falls to the president of the board of directors as indicated in a condominium by-law. Quorum of a board of directors may also appoint another to act as chair, such as the corporation’s lawyer or property manager. In addition, many condominium management services agreements contain provisions that the property manager be available to chair the AGM. Ultimately, the decision on who should chair the AGM falls upon the board of directors, as elected by the ownership at large, and in accordance with the board’s duties to manage the

affairs of the condominium, as set out in section 17 of the Act.

When determining who should chair the AGM, it is first important to note what that role entails. As the Act does not provide guidance or a list of duties and instructions, the Court has turned to the common law and general principles. The Superior Court in York Condominium Corporation No. 42 v. Gosal, 2014 ONMSC 2035, set out the basic duties of a chair. While not an exhaustive list, the Court found that the role of the chair of a condominium meeting is:

To enforce the rules of order;
To appoint and instruct scrutineers; and,
To determine the validity of matters relating to the meeting that may arise (such as the validity of proxies and the results of elections).

In undertaking these duties the chair must act in good faith, in accordance with relevant law, and on reasonable grounds. Provided a chair conducts a meeting in conformity with these principles, decisions made by the chair at the meeting are final and binding (unless reversed by the Court). Once the meeting is over, the authority of the chair is also over. The role and powers of a chair are only valid at the meeting itself; that role is not that of a condominium director, which exists before and, subsequently, after the AGM. The chair is a distinct role.

When determining who the chair should be, “neutrality” is also a consideration to take into account. The Court discussed this aspect of owners’ meetings in Jasper Developments Corp. v. York Condominium Corporation No. 82, 2022 ONSC 1903. The Court in this case stated that there is no doubt that it is always appropriate to have a neutral chair, however “appropriate” and “mandatory” are not the same. If a chair is not totally disinterested, then the chair leaves themselves open to criticism and a risk of complaint over impropriety. However, even if the chair is not disinterested, that chair may still fulfil their duties by making rulings in accordance with the law. For example, a chair may be interested in the outcome of a particular vote, but if the voting results are clear, any alleged breach is inconsequential. Therefore, while a neutral chair is not mandatory, it is encouraged.

At most AGMs it is commonplace, and indeed appropriate, that the board president or property manager chair the meeting. This can be more nuanced when the AGM may be a “difficult” one. Perhaps the board president is up for election and there are staunch candidates against, or there is much debate amongst the owners over previous board decisions or upcoming expensive projects. In circumstances such as these, boards and property managers may wish to consider an alternate chair; one which can undertake the duties required by the Court, has knowledge of the legal requirements of the Act, and can act as a neutral party. As the role of a chair is separate and distinct from that of a director and is only valid for the duration of the meeting itself, a “professional” or “alternate” chair may serve to make a meeting run smoother, keep the meeting on track (regardless of result), and provide confidence to owners that a disinterested party is overseeing the voting.

Where it is known beforehand that a meeting may be contentious, appointing a neutral chair (and one with knowledge of the Act) can, more often than not, assist in easing tensions and solving problems before they arise.

Conducting the Meeting:

In a democracy, elections can be a personality contest with heated opinions on all sides. Condominiums are no different. Candidates dispute various decisions made by past or current board members, win allies and supporters, and likewise lose allies to competing candidates. It is against this backdrop that issues can arise at AGMs, particularly with respect to the treatment of proxies and the election of directors. There is temptation for directors and managers to form opinions on certain candidates, seek to ensure certain candidates do not get elected, lose sight of the provisions of the Act, and the role of a meeting chair.

In Gangoo, et al. v. Toronto Standard Condominium Corporation No. 1737, 2023 ONSC 260, the Court was presented with a situation where the applicants (candidates to the board) alleged that the elections which took place over two (2) AGMs were conducted in an unfair and oppressive manner. The condominium took the position that the applicants were simply unwilling to accept they lost the election. In making its decision, the Court assessed the actions of board members and property managers throughout the process.

The applicant in this case, dissatisfied with the condominium’s treatment of their noise complaints and other issues, decided to run for the board. When the applicant completed the candidate disclosure form and provided such to the property manager, the applicant was told that they could not solicit proxies, as such was only available to current board members. The applicant subsequently lost the election. Following the election, the applicant sought to requisition a meeting. In response, the then board president posted a notice to all owners that the board did not authorize anyone to seek signatures, that if anyone approached a unit door to inform management, and that such was a nuisance. These events set the stage for the next AGM.

Prior to the subsequent AGM, the applicants presented the property manager with proxies obtained with the aim of ascertaining that the proxies were filled out correctly and would be accepted at the AGM. The property manager informed that the proxies were “fine”. The applicants then brought their proxies to the AGM (65 of them) and provided them to the manager at the head table who was collecting proxies. The Board president (the one which sent the notices referenced above) was to chair the meeting. Shortly before the meeting began, the manager informed the applicant that the proxies were deficient, that such would not be counted, and refused to provide them back to the applicant to be corrected. The chair of the meeting then refused to rule on the validity of the proxies in question.

This was not the end of the matter. At the AGM, when the candidates were asked the prescribed disclosure questions, the manager took over the role of chair, and proceeded to ask the applicant questions which were not prescribed by the Act, specifically with a view to requiring the applicant to disclose they had obtained a lawyer. The result of such, in the applicant’s position, was to make the applicant look like a troublemaker and hurt their chance of election. The Court ultimately found that the conduct of the AGM was unfairly prejudicial and unfairly disregarded the interests of the applicant and therefore oppressive conduct within the meaning of section 135 of the Act.

This case serves as guidance for difficult AGMs. While there may be differing personalities and conflicts between candidates, it is the role of the condominium to conduct elections in accordance with the Act, and in a manner which treats all candidates equitably. Difficult situations and AGMs can be eased by following proper procedures and, where the interests of competing parties vary, ensuring a neutral chair is in place to oversee the process.

The Extreme Situations:

Not all difficult situations which arise at AGMs can be adequately addressed by the chair, no matter how neutral, or by well-planned out procedures. While rare, certain situations can lead to threats, harassment, and even violence at meetings. There have been a number of cases whereby an individual has disrupted an AGM in a harassing and intimidating fashion. In Toronto Standard Condominium Corporation No. 2395 v. Wong, 2016 ONSC 800, a displeased owner disrupted the AGM, causing a disturbance by bringing a camera and shoving the camera in other owners’ faces. When asked to cease, the owner grabbed condominium personnel by the arm to turn them around in an attempt to take photos of them. In Toronto Standard Condominium Corporation No. 1899 v. Devlin, 2024 ONSC 2063, an owner made violent threats against others, banged on doors, verbally berated condominium staff, and made racist and discriminatory comments.

Harassing, intimidating, and threatening conduct has, in these cases and others, been found to be a dangerous activity within the meaning of section 117(1) of the Act. The Act defines such behaviour as to likely injure a person and the Court has extended such to non-physical harm. This type of behaviour, no matter how “justified” such may be in the eyes of the individual conducting such, is not acceptable and is prohibited by the Act. Condominium employees and contractors, such as property managers, are also entitled to a safe and harassment-free work environment pursuant to the Occupational Health and Safety Act.

These types of incidents at AGMs may not always be able to be predicted. If there is indication before a meeting that such behaviour can be expected, condominium boards and managers should consider retaining security at meetings. If dangerous activities occur unexpectedly at a meeting, no hesitation should be made to call the appropriate authorities if de-escalation efforts are not appropriate. Condominiums have a duty to ensure that the owners and the agents of the condominium are safe generally; the AGM is no different.

Communication:

While there is not considerable caselaw on this next issue, the most common cause of “difficult” AGMs (in this writer’s opinion) is no, limited, or poor communication between boards and owners in the time leading up to meetings. The AGM can be the only time in the year that many owners interact with their condominiums. For some, it is the only, and first, time they are hearing about issues which may have a governance or financial impact.

For example, there may be upcoming repairs to the common elements which are expected to exceed budget, a condominium may be considering a borrowing by-law, or new rules may be coming into effect which restrict the use of the units or common elements. If an AGM is the first time some, or many, owners are hearing about such issues it can cause shock or anger and lead to a disruptive meeting. Such can also lead to frustration over an alleged lack of transparency in how board decisions are made and why.

While the Act mandates certain notices be sent to owners at specific times and with specific information, and requires an owners’ meeting every year, it can be, and often is, a great idea to communicate with owners more frequently, providing periodic updates to ongoing issues. Monthly or quarterly newsletters can help keep owners abreast of ongoing projections, and townhall meetings, outside of the AGM, can inform owners of major happenings before formal decisions are made.

This is, of course, easier said than done. Board members are volunteers and dedicate their scarce time to condominium business after already putting in a full day’s work. Managers are also stretched for time as the requirements of the Act and overseeing the day-to-day management of condominiums becomes increasingly more complex. There is little time remaining for drafting newsletters. There are ways this may be overcome. One board member can be tasked with drafting the newsletter once a quarter, on a rotating basis, distributing the burden. There are, perhaps, an infinite number of creative ways communication can be improved from a board to owner level. More information and education on how condominiums function and how decisions are made, outside of the AGM, can lead to smoother AGMs.

In short, condominiums are as unique as the owners that live in them and the problems and difficult situations that will arise will be diverse. There is no cure-all or one solution to all problems. Chairing and conducting an AGM can be trying, however, the best way to conduct a difficult meeting to do take the steps we can, before the meeting, to ensure the “difficulties” are addressed, communicate those difficulties beforehand, and treat everyone fairly and equitably. There will always be a situation which will have to be dealt with at the meeting, on an ad hoc basis, but many of the common issues which make AGMs “difficult” can be addressed in advance and meetings can run smoother with effective prior communication.

Christopher Mendes,

Lawyer,

SV Law,

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Why Attend Your Condo’s AGM

April 18, 2024/in Educational

Many condominiums hold their annual general meeting (“AGM”) in the spring, so you may be receiving your preliminary notice of meeting and your notice of meeting soon.

If your reaction is “oh no, a boring meeting that doesn’t impact me anyway,” or if you’re a board member looking to convince your neighbours to attend, read on as I explain why your AGM is worth your time.

Learn about your condominium’s financial health. Your condominium’s audited financial statements and auditor’s report will be presented at the AGM. This is your opportunity to hear how your money was used over the last year and if you have a surplus or deficit budget.
Vote! The election for any open positions on your condominium’s board of directors will be held at the AGM. This is your chance to hear from candidates and vote for you who want to act on your behalf when making decisions for your condominium.
Join the board. Even better than voting, put your name forward for election to the board! This is your chance take an active role in your community.
Help your condominium get quorum. Twenty-five percent (25%) of owners must attend the AGM in-person (including electronically, in accordance with your condominium’s rules for electronic meetings) or by proxy to hold the meeting. Help your condominium meet this quorum requirement by showing up and doing your part.
Can’t attend your AGM? Make sure you complete and submit your proxy form ahead of time so that you can cast your vote(s) and count towards quorum without attending the meeting. You should receive the proxy form with your meeting notice. If you don’t, contact your property manager or board of directors and ask for your proxy form.
Many condominiums switched to virtual meetings during the pandemic, but some are starting to return to in-person meetings, which is an excellent way to meet your neighbours and foster a sense of community.

In summary, your AGM is your annual guaranteed opportunity to hear what is going on in your community. You don’t want to miss it.

Annie Bailey,

Lawyer,

Robson Carpenter, LLP

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Thanks for an Amazing Year, 2023!

December 28, 2023/in News

Sparklers, noise makers, and countdowns.

The anticipation is almost too much. It must mean that we’ve finally done it. We’ve reached the end of 2023.

But before we say “hello” to 2024, let’s take a moment to reflect as a Chapter on all our accomplishments this past year!

The Annual Golf Tournament

We had a great tourn-out at this year’s Golf Tournament! Thank you to all who came to play out in the hot sun and share such memorable experiences together.

The Annual Condominium Conference

Attendees at this year’s conference got to enjoy our SOLD-OUT exhibitor booths, as well as attend our CMRAO-approved sessions. Of course, who could forget that we set the whole event off with our Property Manager’s Pre-Conference Shindig. S’mores, curling, and live music, what more could we ask for?

The Legal Panel

Arguably the most anticipated event in the CCI Grand River Chapter. The Legal Panel allows chapter members and the Grand River community to learn more about what is happening on the legal side of the condominium community.

… And all our other events!

Launching CCI Grand River Chapter’s participation in the CCI Condominium Director Certificate Program gave opportunities to new and seasoned directors to either learn, or brush up on their skills and knowledge of their role. We had networking events for our professional partners, and for our community as a whole, and we look forward to continuing to grow as a Chapter.

Cheers to the new year!

Meet the Leaders Taking the Grand River Chapter into 2024

November 30, 2023/in News

A chapter’s Board of Directors in the Canadian Condominium Institute (CCI) consists of a dedicated group of volunteer professionals in the condominium industry who are passionate and committed to making a stronger and more successful condominium community.

Each year, CCI chapters hold an Annual General Meeting (AGM) where new board members are nominated and elected by chapter members.

So it should come as no shock to anyone that the Grand River Chapter’s Board of Directors is stacked with experienced and respected community members from Guelph, Kitchener, Waterloo, Cambridge, and Brantford.

Let’s take a moment to welcome the Board of Directors who will be leading the Grand River Chapter (GRC) into the new year!

Starting with our Past President, Brad Wells, who we’d like to thank for his hard work and dedication with the CCI-GRC Chapter, and wish him the best in 2024.

Brad Wells, Associa, Past President

Brad is the President of Wilson, Blanchard Management Inc. working in the Toronto, Waterloo, and Hamilton offices. He has been managing condominium corporations and commercial properties for over 18 years, achieving the RCM designation from ACMO and the RPA® designation from the BOMI. Brad is a member of the CMRAO Discipline and Discipline Appeals Committees. He has been a speaker at multiple CCI and ACMO events and courses and is an instructor for the ACMO RCM courses at Mohawk College. Brad is very involved in the condominium industry, participating as a Director on the Board of the CCI-GRC and as Chair of the CCI-GRC Education Committee while being actively involved with training and mentoring new Property Managers entering the profession.

Michelle Kelly, Robson Carpenter LLP, President

Well known in the industry, Michelle is a regular speaker at seminars and conferences. She also frequently leads lunch and learns and educates her clients on industry and best practices. Michelle values her relationships and ensures that her vast industry knowledge is shared with her clients and teammates.

Christine Merswolke, LCM Property Services Inc, Vice-President

Christine Merswolke is the President of LCM Property Services Inc., Waterloo Region’s leading Building Services Contractor. LCM specializes in working with condominium corporations, including their developers, property management and boards. In a challenging industry, Christine is the motivating force behind the 100+ people on her growing team. Providing consistently excellent client experiences is a matter of personal pride. As members of ISSA and CCI-GRC, Christine and the team at LCM stay abreast of industry trends and best practices.

Stephanie Sutherland, Cohen Highley, Secretary

An active member of the condominium community in Ontario, Stephanie is involved in the CCI Golden Horseshoe, Grand River, and London chapters, and sits on various CCI committees as well as the Golden Horseshoe Board. She is a frequent speaker at CCI conferences, courses, and seminars and contributes articles to condominium publications including Condo News. Stephanie obtained the former ACCI (Associate of the Canadian Condominium Institute) designation in 2015, and was granted the ACCI’s replacement designation, the LCCI (Leader of the Canadian Condominium Institute), in 2022.

Lauren Sorbara, RLB LLP, Treasurer

Lauren is a born and raised Guelphite and a Manager at RLB Chartered Professional Accountants With almost a decade’s experience specializing in the condominium audit niche, she is dedicated to providing a knowledgeable and superior client experience. With more and more people in our community choosing to live in condominiums, it is important owners are educated on the nuances and unique nature of this lifestyle choice. Passionate about her client’s success, Lauren is always available to answer questions and provide practical advice on all Condominium matters, ranging from best practices and compliance with the Condominium Act and Regulations to more complex issues.

But wait, there’s more! Make sure you’re following the CCI Grand River Chapter to learn more about who is on your board of directors.

Happy Board, Happy Life!

November 2, 2023/in Educational

A condominium’s Board of Directors play a significant and immeasurable role in the daily governance of a condominium corporation in Ontario. Board members are not only responsible for ensuring the corporation is well managed on behalf of all owners and residents, they are also responsible for ensuring that the corporation’s financial assets are secured and well managed.

Board of directors. Condominium board of directors. CCI Grand River.

Understanding that this volunteer role is not one to take lightly, how can we as owners, managers, professionals, residents, and fellow board members help in keeping board members happy in their roles?

Understanding the common goal.

There are always several projects and many moving parts for any condominium. From repairs to upkeep, making sure everyone is aligned with the priority task list will relieve unnecessary stress from any single member. Attending all appropriate meetings and keeping up with the communication will definitely help shave some group tension.

Communication. Communication. Communication.

It should go without saying, but we’ll say it anyway! Communication is key. Are you a board member who feels that one task should be brought up on the priority list? Bring it up at the next board meeting. Are you an owner that is unsure of the next step in a repair process? Reach out! It’s amazing how many of our problems can be solved if we keep an open dialogue with each other. The resources are there for a reason, don’t be afraid to use them!

Knowing that Boards of Directors are vital to the industry.

Your condominium’s Board of Directors are vital to your condominium’s corporation. Boards consist of volunteers with different work and life experience and therefore offer unique perspectives when tackling concerns and listening to owners and residents. Respecting the different views of each other and listening can lead your condominium to new and creative solutions. And hey, it may even save you money!

Compassion and support.

CCI Grand River. Board member. Board of directors. Condominium board. Condo board.

Now that we understand the priority list, are great at communication, and know that a Board of Directors plays a significant role in a condominium corporation, the last aspect to consider when trying to keep your board happy is: compassion and support.

Your Board of Directors are human, after all. Being courteous with each other will lend a huge helping hand in keeping a better community.

Being a Board member means wanting to make a difference in your community. It’s a lot easier to make a difference when you feel respected and heard. Being an active part of your community and listening to the concerns of your corporation can help your board check tasks off their lists and continue ensuring you are living your best condo life.

Reach out to your condominium board today to see how you can support your community.

Maggie Matian
Marketing Manager for CCI Grand River