Quorum For Strata General Meetings

WHAT IS QUORUM?

A quorum is the minimum number of votes that must be present, in person or by proxy, at a meeting to vote on any resolution or other matter.  Whether there is a quorum is determined after the meeting is called to order and does not need to be done before every individual vote. This means that a meeting can still have quorum if a vote, or several votes, abstain from voting on a particular matter.

HOW MANY VOTES SHOULD BE REQUIRED FOR QUORUM?

Generally, quorum is a proportion of present votes as compared against the total number of possible votes. For this reason, the number of votes required to achieve quorum, will depend on the type of meeting being held. A general meeting, in which every Strata Lot (with some exceptions) has the right to vote will often require a larger number of votes to be present to achieve quorum compared to a council meeting, where the number of possible votes is likely limited to the number of members of Council.

As a basic guide for ratios of present votes to total votes, you can consider the Strata Property Act. The Strata Property Act allows a Strata to determine by bylaw what is required for a quorum, but if a Strata does not adopt a bylaw the default is that quorum for a general meeting is 1/3 of the Strata’s  votes, present in person or by proxy.

HOW SHOULD MY STRATA DETERMINE HOW MANY VOTES FOR QUORUM?

The Strata Property Act presumes 1/3 of all votes must be present in person or by proxy to have quorum at a general meeting. However, this ratio can vary based on the total number of possible votes.

In our experience, achieving quorum at general meetings in which there are not significant issues that are currently being disputed in the Strata Community, is difficult based on the Strata Property Act’s presumption of 1/3 of all votes.

Our recommendation is that the 1/3 ratio be reduced to a 1/5 ratio. The benefit of reducing the ratio is that it increases the likelihood that quorum will be achieved. Importantly, it does not limit the number of votes that can be present. Therefore, a meeting that involves matters that are important to the Strata Community can have participation far exceeding 1/5 of the votes.

WHAT IF A MEETING DOESN’T HAVE QUORUM?

If there are not enough votes present in person or by proxy at the time the meeting is scheduled to occur, the meeting is called to order, but nothing can be voted on.

The Strata, through its bylaws, should determine what happens when a meeting does not have quorum. There are three general options:

• The meeting is adjourned to a distant future date with the same agenda.

• The meeting is adjourned for a short period of time and then quorum is re-evaluated.

• The meeting is adjourned for a short period of time and quorum is then equal to the votes present regardless of the ratio between votes present in person or by proxy and the total number of possible votes.

WHY WOULD A STRATA WANT TO ADJOURN A MEETING TO A DISTANT FUTURE DATE?

It is important to consider that deciding, through bylaw, the number of votes that are required to form quorum is a meaningful decision regarding the legitimate exercise of democracy. Essentially, setting the quorum number is a control against the ‘tyranny of a minority.’

In that context, adjourning a meeting to a distant future date prevents a situation where because of scheduling a smaller number of votes than is required for quorum can pass resolutions and potentially make significant decisions about the future of the Strata Community.

In our experience, most Owners do not think it is a reasonable option to reschedule general meetings on the hope that enough votes will be present at another date. The assumption is that if Owners want to participate in decision making, they will either attend a general meeting or appoint a proxy (see our article regarding that an Owner has the right to vote by proxy). If an Owner does not take the steps to either attend or appoint a proxy, the likelihood that they would attend at a rescheduled date is low.

Consequently, the assumption is that adjourning a general meeting to a distant future date only accomplishes a delay in making important decisions.

However, we want to highlight that the presumption in the Strata Property Act is that a meeting that does not have quorum is adjourned “to the same day in the next week at the same time.” For reasons, explained later, Morley Hanson’s Model Bylaws do not adopt that presumption.

WHY WOULD A STRATA WANT TO HAVE A SHORT ADJOURNMENT AND RE-EVALUATE QUORUM?

The benefit of a short adjournment is that it allows votes that are ‘running late’ to arrive and therefore the meeting can achieve quorum. For example, a meeting scheduled to start at 7:00 may be adjourned until 7:30 to allow latecomers. At 7:30, quorum is re-evaluated and if quorum is still not achieved the meeting is adjourned again.

This option preserves the presumption that the number of votes that are required to form quorum is a meaningful decision regarding the legitimate exercise of democracy and it is set as a control against the ‘tyranny of a minority.’

The primary disadvantage of a short adjournment after which quorum is re-evaluated is that if quorum is still not achieved, the meeting cannot proceed. Consequently, the chance of a meeting having quorum is based on the involvement of the Strata Community and situations may occur when achieving quorum is simply not realistic.

WHY WOULD A STRATA WANT TO HAVE A SHORT ADJOURNMENT AND THEN PROCEED WITH A REDUCED REQUIREMENT FOR QUORUM?

A Strata might prioritize holding general meetings and voting on resolutions over protecting Owners from the risk of the ‘tyranny of a minority.’ If this is the priority of a Strata, they can adopt a bylaw that says regardless of the actual number of votes present, the meeting has quorum based on those present. See our article explaining why it is important that Stratas have Annual General Meetings to understand why prioritizing holding meetings is reasonable.

The concept is that if a meeting does not have quorum at the time it is scheduled to start it is adjourned for a short period of time and then whatever votes are present constitute quorum.

This balancing, between efficiency and legitimacy, by adjourning a general meeting for a short period of time to allow votes to arrive and then continuing is endorsed by the Morley Hanson Model Bylaws. The Morley Hanson Model Bylaws state that if within five minutes from the appointed start time for a general meeting a quorum is not present, the meeting stands adjourned to fifteen minutes from the appointed start time, at which time the eligible voters present in person or by proxy will constitute a quorum. 

A Strata that has adopted the Morley Hanson Model Bylaws would therefore be certain that a general meeting will proceed on the date it is scheduled for. For example, if a general meeting was scheduled to start at 7:00 and quorum was not achieved at that time, the meeting would wait five minutes, until 7:05, to see if additional votes arrived. At 7:05, if quorum was still not achieved, the meeting would be adjourned for ten (10) minutes until 7:15. At 7:15 the meeting would no longer be adjourned, and quorum would be established based on the number of votes present at 7:15.

QUORUM IS VITAL TO THE LEGITIMATE DECISION MAKING OF A STRATA

When a Strata determines how many votes must be present to establish quorum for a general meeting it is explicitly describing how it will support democracy while avoiding the ‘tyranny of the minority.’ That is why quorum should not be ignored when voting at a general meeting. However, Stratas can make reasonable compromises and establish that quorum can be achieved only by the votes that are present at a meeting when the Strata Community is not concerned with the risk of the ‘tyranny of the minority.’ It is a valid decision, for a robust and resilient Strata Community, to delegate to the votes at a meeting the authority to make decisions, even if those votes represent only a small fraction of the total possible votes. It is important to ensure that the bylaws reflect the values and goals of the Strata Community and that a bylaw setting quorum is adopted after thoughtful consideration and discussion.