Condominium Changes 2019: Condominium Act Regulations: Meetings and Voting: Proxies

Anyone engaged in service on a condominium board has heard the news, change is coming. Just before Christmas, Service Alberta released 91 pages of new regulations that will impact your role as a board member, how your board operates and how our employees support you. The regulatory changes will usher in a sweeping set of new requirements that touch on everything from meeting agenda, to insurance, to notices, voting and much, much more.

Our team has already been working to analyze and plan for how these changes will impact your community. As that process continues, we will be providing you with a series of articles that focus on each of the major changes, so you can get up to speed. This article is the third of a series that will focus on the regulatory requirements that will come into effect on July 1, 2019.

Proxies

The pending regulations make significant changes to the use of proxies in condominium associations. The regulation sets out four broad areas of requirements that touch on: what is a valid proxy, information required to be included in a proxy, restrictions on proxies, and the ability of the board to adopt rules governing proxies. Proxies play an important role in helping associations achieve quorum and allowing owners who cannot make the meeting to have their preferences noted. They can also be confusing. Outlined below are the changes contained in the regulation.

Proxies:

Under the new regulations, proxies may be given to any owner or mortgagee with a few qualifications. First, a proxy cannot be given to a minor. Also, while a proxy can be given to a manager or management company, such proxies can only be used to establish quorum. In cases where the owner of a unit is not an individual, the proxy may be utilized by a board member of the owner or a member of a similar body representing the owner, or by any individual whom the owner has given a proxy. Finally, if two proxies are presented for the same unit, the most recently dated proxy is valid.

Written Requirements:

To be valid, a proxy must be in electronic or written form. The proxy must contain the name and unit number of the owner/mortgagee, the name of the individual to whom the proxy is given, and the signature of the owner/mortgagee giving the proxy (or the authorized person when the owner is not an individual). A proxy may be revoked by electronic or written means.

Restrictions on Proxies:

A proxy is subject to any limitations, restrictions or instructions imposed by the person who issued the proxy as well as any reasonable procedures set out in the bylaws or rules of the corporation. A proxy cannot be exercised by an individual not named in the proxy. A proxy is valid the period set out in the proxy or for six months, whichever is earlier. A proxy also expires when the giver ceases to be an owner or mortgagee.

Proxy Rules:

Finally, the regulations permit a corporation to adopt rules governing the use of proxies. Such rules can include procedures for the presentation, verification and registration of proxies. However, such rules by be adopted only as reasonably necessary for the conduct of the meeting. Subject to the bylaws, all proxies must be certified before or at the outset of the general meeting where the proxy is to be exercised.

Conclusion:

As noted, proxies play a critical role in helping corporations to establish quorum and allow owners to participate in the meeting in their absence. That said, ensuring the proxies meet the new requirements will require some thought by the board and their management support. As in any significant regulatory change, especially one that involves an owner’s ability to participate in the governance of the community, it is important to consult qualified counsel to address any substantive questions on the implications of the pending changes.