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Complications Arising from the Need for a Quorum
As mentioned, a quorum of 25% of all units, whether present or by proxy, is required for an AGM or a requisitioned meeting to validly proceed.
If a quorum is not reached, a meeting cannot proceed. Generally, the chair allows 30 minutes to expire in the hope that late arrivals will help constitute a quorum. If this fails, an AGM has failed. However, when a by-law is going to be passed, a meeting can be adjourned rather than cancelled and no vote should be taken on any issue. Adjourning the meeting allows for all proxy forms collected so far to be retained and counted when the meeting resumes at a later date. However, a requisitioned meeting that does not have a quorum generally dies there.
This precautionary note is very important because there have been instances when a chair started a meeting and began the process of presenting and voting for by-laws only to find that there were not enough units present or not enough affirmative votes. If there is not enough support for a by-law, this is fine because this is a democratic process. (Click here for What Are By-Laws?)
But if the issue is that there are not enough votes because there is no quorum to begin with, then a new AGM has to be called and a new set of proxies has to be collected. This is very time consuming and costly. Instead, before any vote is considered, the chair has to make certain that a quorum exists and that the required minimum number for a potential affirmative vote is present.
But for by-laws or a change in the declaration, the chair has to make certain that at least 50% or 66% (or 80% or 90% depending on the issue) of units are represented either in person or by proxy.
A board trying to pass necessary by-laws or an amendment to the declaration has a duty to seek enough affirmative votes. Therefore, notices can be posted or sent to owners explaining the importance of the forthcoming vote and asking for proxies if they cannot attend in person. The board collects as many filled out proxy forms as possible. But the board cannot fill out the forms. (See Owners' Meetings and Voting)
(When owners feel that a by-law is not in the best interest of their corporation or contravenes other Acts, they should turn out and vote against it. Or, if the way the proxy form is written does not allow for a negtive vote, then owners should refuse to hand out their proxy.)
Now, suppose that, at the AGM, despite all these precautions, the chair realizes that either there is no quorum or there is not enough owners present to ever reach an affirmative vote. The meeting should be adjourned to another date.
In the meantime, the chair is perfectly entitled to ask if owners present can attend the continuation of the meeting at a later date. If too many will not be able to attend, the chair can choose to give the president’s report, have candidates give their statement, take owners’ questions, and ask for their proxies.
When the meeting is continued a few weeks or a month later, the board will have in the meantime been able to gather more proxies. The meeting will then proceed as usual, even though only a handful of owners may be present—but the board has enough proxies not only for the quorum but for an affirmative vote for by-laws and for the election of directors. (Click here for Sample of Proxy Form - PDF format)