Meetings

This chapter explains the requirements for a general meeting of a strata corporation or a meeting of strata council. This chapter also describes minute-taking requirements, including privacy concerns under the provincial Personal Information Protection Act.

 

General Meetings

The Strata Property Act permits eligible voters to attend general meetings in person. The strata corporation may, by bylaw, permit a person to attend a general meeting by telephone, or by any other method, provided that everyone participating in the meeting can communicate with each other. A person who, in accordance with the bylaw, attends the general meeting by telephone or other electronic means is considered present for the purpose of the meeting. 1

Annual General Meetings

The strata corporation must hold an annual general meeting (“AGM”) within two months of its fiscal year end. 2

A new fiscal {include_content_item 2000}{jugaaccess Subscribed}year starts on the anniversary of the date when the first annual budget took effect. 3 The first annual budget begins on the first day of the month following the date on which the eligible voters approved that budget. In most cases, a first annual budget is approved at the first AGM.

After that, the strata corporation may only change its fiscal year by a 3/4 vote. 4

Waiving the AGM

Eligible voters may waive holding an AGM. To waive the event, all eligible voters must consent, in writing, before the last day by which the meeting must be held. They must also consent, in writing, to resolutions approving the budget for the upcoming fiscal year, electing a council and carrying out any other business. If two or more persons share a single vote, the Act requires each of them to consent to the waiver and to the proposed resolutions. 5

Special General Meetings

A special general meeting is any general meeting other than the mandatory AGM.

The strata corporation may call a special general meeting any time by giving notice. In practice, the strata council exercises this power on behalf of the strata corporation by calling a special general meeting when needed. 6

In addition, persons holding at least 20 per cent (20%) of the strata corporation’s votes may demand, in writing, that the strata corporation hold a special general meeting to consider a resolution or other matter. Each person making the demand must sign the request. The strata corporation must hold the special meeting within 29 days after receiving the demand. 7 Bearing in mind the need to give 20 days’ written notice for a general meeting, the strata corporation must respond quickly to the demand. 8

At the meeting, the resolution or other matter specified in the demand must be the first item on the agenda. The meeting must deal with the resolution or other matter before consideration of any other item about which notice has been given. 9 This effectively prevents the strata council, or the membership at the meeting, from inserting other matters into the agenda so that the contentious matter is heard last when attendance at the meeting is falling off.

If the corporation fails to hold the meeting, the persons who made the demand may themselves hold the special general meeting. 10

Waiving Special General Meetings

Eligible voters may also waive a special general meeting. To waive the meeting, all eligible voters must, in writing, waive the holding of the meeting and consent to the proposed resolution. If two or more eligible voters share a single vote, the Strata Property Act requires each of them to consent to the waiver and to the proposed resolution. 11

Setting the Agenda

The strata council sets the agenda for a general meeting. Individual members cannot insert matters on the agenda.

With one exception, section 46 of the Strata Property Act permits persons holding 20 per cent (20%) of the strata corporation’s votes to put resolutions or other matters on the agenda of an annual or special general meeting. The necessary number of persons must first, in writing, demand that a particular resolution or other matter be included in the notice of the meeting and, later, in the meeting’s agenda. Presumably, they must deliver their demand to the strata corporation reasonably in advance of the issuance of the notice for the relevant meeting.

The exception occurs where eligible voters rely on other provisions of the Act  12 to compel a special general meeting, but the strata corporation fails to hold the meeting within the time allowed. Where the eligible voters themselves then hold the special general meeting, section 46 of the Act does not apply to permit eligible voters to compel an agenda item.

Notice

Section 45 of the Strata Property Act requires a strata corporation to give written notice of an annual or special general meeting to every owner, regardless of whether the notice must also be sent to the owner’s mortgagee or tenant.

In addition, the strata corporation must notify each tenant who is entitled to exercise the right of his or her landlord to vote. 13

Any lender who takes a mortgage over a strata lot is entitled to deliver a Mortgagee’s Request for Notification (Form C) to the strata corporation. The form is found among the forms in the regulations. Where the lender has delivered such a Request, the strata corporation must notify the lender of each general meeting, in addition to notifying the strata lot owner. 14

In the case of an AGM, the notice to the lender must also include the budget proposed for the next fiscal year and its supporting financial statement. If a strata corporation meets certain criteria, it may provide a financial summary with the notice, rather than the actual financial statements. The regulations set out the information that must appear in the budget and the financial statement. 15

Failure to give proper notice of a general meeting to a person entitled to receive it does not invalidate a vote taken at the meeting if the strata corporation made a reasonable attempt to properly notify the person. 16

Notice Given by Strata Corporation

Section 61 of the Strata Property Act sets out the various methods by which a strata corporation may notify a person entitled to receive notice under the Act.

If, for the purpose of receiving notice, a person has provided the strata corporation with an address that is outside the strata plan, the strata corporation can either leave the notice with the person or mail it to the address provided.

If the person has not provided an address outside the strata plan, the strata corporation can: 17

  • Leave it with the person,
  • Leave it with an adult occupant 18 of the person’s strata lot,
  • Put it under the door of the person’s strata lot,
  • Mail it to the person,
  • Put it through a mail slot or in a mailbox used by that person,
  • Fax it to a fax number provided by the person, or
  • Email the notice to an email address provided by the person for that purpose.

If the strata corporation delivers a notice to a person in any way other than by leaving it with that person, the notice “is conclusively deemed to have been given four days after it is left with an adult, put under the door, mailed, put through a mail slot or in a mailbox, faxed or emailed.” 19 While the Strata Property Act deems that the notice, in these circumstances, is given four days after delivery, under the Interpretation Act 20 we must calculate this four-day period by excluding the first day and including the last day. This translates into five days.

This deeming provision does two things for the strata corporation:

1. If the strata corporation uses one of the methods set out in the Strata Property Act, other than leaving it with the person, the strata corporation does not need to make further enquiries to ensure that the person actually received the notice.

2. If the strata corporation delivers notice by leaving it with an adult occupant, putting it under the door, or via mail, fax or email, the corporation must add another five days after delivery to calculate the date on which, under the Act, notice is given.

Provided that the strata corporation has made a reasonable attempt to comply with the Strata Property Act notice requirements, failure to give a person proper notice does not invalidate a vote taken at the meeting. 21

Notice Given to a Strata Corporation

Sometimes a person wishes to give notice to a strata corporation. For instance, a mortgagee who wishes to receive information about general meetings must first deliver a Request to the corporation in the prescribed form, as described above.

The Strata Property Act, section 63(1), provides that a person must give notice to a strata corporation by:

  • leaving it with a council member,
  • mailing it to the corporation at its most recent address filed at the Land Title Office,
  • faxing it to the corporation using the corporation’s fax number, or a fax number provided by a council member for that purpose,
  • putting it through the mail slot or mailbox, used by the corporation for receiving notices or other documents, or
  • emailing the notice to the strata corporation’s email address. Alternatively, if a strata council member has provided an email address for the purpose of the strata corporation receiving notice, by emailing the notice to the council member accordingly.

If the person delivers a notice to a strata corporation in any way other than by leaving it with a council member, the notice is “conclusively deemed to be given four days after it is faxed, emailed or put through the mail slot or in the mailbox.” 22 Under the Interpretation Act 23 we must calculate this four-day period by excluding the first day and including the last day. This translates into five days.

Section 62 of the Strata Property Act requires every strata corporation to ensure that its correct mailing address is filed at the Land Title Office. A strata corporation may add a fax number to its address information. If a corporation wishes to change its mailing address on file at the Land Title Office, the corporation must file a Strata Corporation Change of Mailing Address (Form D). The form is found among the forms in the regulations. In the case of a strata corporation whose strata plan was filed before July 1, 2000, when the Strata Property Act came into force, these address requirements did not apply until January 1, 2002. 24

Serving Notice of Court Proceedings

Despite the general provisions for giving notice, the Strata Property Act sets out special requirements for serving a strata corporation with notice of a court proceeding. Except as otherwise required by court order or another enactment, if a person wishes to serve a strata corporation with notice of a legal proceeding, service may only be effected by either: 25

  1. Personal service on a strata council member; or by
  2. Mailing it, by registered mail, to the strata corporation at its most recent mailing address on file at the Land Title Office.

Notice Periods

The strata corporation must give at least 20 days’ written notice in advance of an annual or special general meeting to every person entitled to receive notice. 26

Section 45(1) of the Strata Property Act requires “at least two weeks’ written notice” of a general meeting. According to the Interpretation Act, the phrase “at least” requires that we calculate this two-week notice period by excluding the first and last days. 27 The Strata Property Act does not contain any provision for shortening this notice period. 28 For example, if the strata corporation wishes to give an owner notice on the first day of the month, the strata corporation must not count that day as part of the two-week period because the first day must be excluded. Instead, the strata corporation looks to the next day, being the second day of the month, and then adds two weeks (being 14 days) from that date, which brings us to the 15th day of the month. Since the last date is also excluded, the soonest the meeting could be held would be on the day after that, being the 16th day of the month.

If, however, as noted above, a strata corporation uses a method of giving notice which involves giving it to an adult occupant other than the person who is required to receive notice, or putting it under a strata lot’s door or mailing, faxing, or sending it by email, section 61(3) of the Strata Property Act deems that notice is not given for four days. Since these methods are often used to notify persons about a meeting, the strata corporation should add four days to the 16 days. This means that the strata corporation should allow at least 20 days (e.g., 16+4=20) between giving notice and the date of the meeting.

What The Notice Must Include

The notice must include a description of the matters to be voted upon at the meeting, including the proposed wording of any resolution requiring a 3/4 or unanimous vote. 29

In Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, the notice for an annual general meeting said the purpose of the meeting was, 30

There was no description of the matters to be voted upon at the meeting. The court held that this notice, on its own, violated the Strata Property Act because the notice did not describe the matters to be voted upon, including the wording of any resolution requiring a 3/4 or unanimous vote. The court found, however, that before the meeting the strata corporation effectively cured its defective notice by sending an email transmission to the owners to explain the various special resolutions to be voted upon at the meeting. Despite the insufficient description in the original notice, the court was satisfied that, in the end, the owners were fully aware of the matters to be voted upon at the meeting.

Later Amending A Resolution For Which Notice Was Given

If later, at the general meeting, the proposed resolution is substantially changed by an amendment and then passed in amended form, the court may strike the resolution down for lack of proper notice.

Brown v. Strata Plan NW 3304 31 is a good example.

Case Study

The Browns owned a unit in a strata complex.

The strata council sent the Browns and every other owner a notice of a special general meeting. The relevant provision of the Condominium Act required the strata corporation to describe the general nature of any special business to be considered at the meeting. The notice said, in part:

The notice came with an attachment setting out the wording of two proposed new bylaws. One of the proposed bylaws said, in part,

At the general meeting, a motion was received from the floor to amend proposed bylaw 19.1 by inserting the words “of age 45” after the words “five adult persons” to read, in part, as follows:

The owners voted to adopt the new bylaw, as amended, and the strata corporation filed the new bylaw at the Land Title Office. The Browns successfully sued the strata corporation to strike down the new bylaw for lack of notice.

Although they had received the notice, the Browns argued that it was insufficient because it lacked any reference to an age restriction. The court agreed. Even though the Condominium Act set a fairly low standard for notice, the notice should alert eligible voters to the significant features of a proposed bylaw. In this case, the notice failed to alert owners that the proposed bylaw might involve an age restriction, which is a significant matter.

This case suggests that if, during a general meeting, amendments from the floor significantly change the character of a proposed bylaw, the proper course is to adjourn the meeting to properly notify all the eligible voters before putting the bylaw, as amended, to a vote.

The Strata Property Act also addresses this problem. Section 50(2) permits amendments, at the meeting, to the wording of proposed resolutions requiring a 3/4 vote. An amendment is allowed if the change is not substantial and the members approve it by a 3/4 vote before the resolution itself is put to a vote.

What A Notice Should Not Include

The notice for a general meeting should be factual. The notice should also be balanced, reflecting a neutral perspective.

In Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, the Supreme Court of British Columbia criticized strata council members for improperly using the strata corporation’s notice of general meeting and related communications. 32

In Azura Management, there were at least two slates of candidates for election to strata council at the upcoming annual general meeting; one group consisted of existing strata council members and the other group was affiliated with Azura, the owner of a large number of strata lots. The incumbent candidates apparently used some of the strata corporation’s communications, at the corporation’s expense, to campaign for the upcoming election. For example, in the notice for the AGM, the strata council strongly encouraged eligible voters to re-elect the existing council. A few days later, Azura delivered to the strata corporation its own slate of candidates for the approaching election. As it was required to do, the existing strata council then forwarded the Azura slate to the owners, but added council’s own advice, saying in part: 33

Then, in his President’s Report, the president urged the owners to support the slate of incumbent candidates, saying in part, 34

Regarding the notice and related communications, the court said: 35

When the court later ordered the strata corporation to call a special general meeting to address certain matters, the court specifically directed that the notice for the meeting be of a neutral nature. The court directed that any material to support a proposed resolution, or not, and any material in favour of a candidate for strata council, or not, must be funded by its respective proponent or opponent and not by the strata corporation or by the strata property manager.

Waiving Notice of a General Meeting

A person entitled to receive notice may waive, in writing, his or her right to notice of a general meeting. Similarly, that person can also revoke the waiver by doing so in writing. 36

If the strata corporation fails to give notice of a general meeting as required, eligible voters may still vote on matters at the meeting if every person entitled to receive notice waives, in writing, his or her right to notice. If two or more persons share one vote with respect to a strata lot, then each of them must, in writing, waive their right to notice. 37

Notice for an Adjourned Meeting

The Strata Property Act does not say whether fresh notice is necessary when a meeting is adjourned. Where a properly convened general meeting is adjourned, it appears that fresh notice is not required so long as the business at the adjourned meeting relates only to the same agenda and resolution as the initial meeting. If the strata corporation wishes to consider new business of any kind at the adjourned meeting, the corporation must give fresh notice in compliance with the Act.

In Strata Plan NW 971 v. Daniel  38 a strata corporation held a general meeting to consider a special resolution to approve a special levy for repairs. At the meeting, the vote failed. Before the vote was recorded in the minutes, the eligible voters passed a motion to adjourn the meeting for one week to reconsider the special-levy resolution. The strata corporation did not issue fresh notices for the adjourned meeting. One week later at the adjourned meeting, the eligible voters reconsidered the resolution and passed it. This was the only business conducted at the adjourned meeting. Later, an owner claimed she did not have to contribute to the special levy because the strata corporation failed to issue fresh notices for the adjourned meeting where the levy was approved. The British Columbia Court of Appeal confirmed that fresh notice was unnecessary in these circumstances. The adjourned meeting was not a new meeting. Rather, it was a continuation of the initial general meeting and the only business carried out there related to the same agenda and resolution as the initial meeting.

Where a strata corporation adjourns a properly convened general meeting, then, to avoid a lack-of-notice-dispute the safer practice is to give fresh notice, even if notice is not technically required. Where circumstances do not permit an adjournment long enough for the usual notice, the strata corporation can proceed without notice so long as the adjourned meeting involves only the same agenda and resolution as the initial meeting.

Quorum

There must be a quorum before the strata corporation can conduct any business at a general meeting. If a quorum is not present within one-half hour from the time appointed for the meeting, the meeting stands adjourned to the same place and time the following week, unless the bylaws provide otherwise. If, on the next occasion, the necessary quorum is still not present within one-half hour, the Act provides the eligible voters present in person or by proxy shall constitute a quorum, unless the bylaws provide otherwise. 39

Any business conducted without the presence of a quorum of eligible voters is not legally effective. 40 For instance, if a general meeting loses its quorum because a large number of eligible voters leave, any business conducted after the loss of a quorum is not legally effective.

Subject to the bylaws of the strata corporation, the Strata Propery Act sets the quorum at 1/3 of the strata corporation’s votes, either present in person or by proxy. 41

If there are fewer than four strata lots or fewer than four owners then, subject to the bylaws, a quorum consists of eligible voters holding 2/3 of the votes, either present in person or by proxy. 42

General Meeting Procedures

A strata corporation’s bylaws may dictate the order of business at general meetings. For instance, the Standard Bylaws set out the following order of business for annual and special general meetings: 43

  • certify proxies and corporate representatives and issue voting cards,
  • determine that there is a quorum,
  • elect a person to chair the meeting, if necessary,
  • present to the meeting proof of notice of meeting or waiver of notice,
  • approve the agenda,
  • approve minutes from the last general meeting,
  • deal with unfinished business,
  • at an annual general meeting, receive reports of council activities and decisions since the last AGM,
  • ratify any new rules,
  • report on insurance coverage,
  • at an AGM, approve the budget for the coming year,
  • deal with new business,
  • at an AGM, elect a council, and
  • terminate the meeting.

The Strata Property Act does not require any specific rules of order for conducting business at a general meeting. This means that the common law governing corporate meetings applies, except perhaps to the extent that a strata corporation adopts lawful meeting procedures in its bylaws. Generally speaking, the common law requires that a general meeting be conducted in a way that is fair and reasonable for everyone. 44 In one case, the court found that the use of Robert’s Rules of Order complied with the common law’s requirements, so long as those with procedural expertise did not use technical niceties in the rules to undermine full and fair discussion. 45 In that decision, the court upheld a strata corporation’s resolution to approve a special levy because the procedure adopted at the general meetings was fair.

Strata Council Meetings

A strata corporation’s bylaws may specify procedures for strata council meetings. For example, the Standard Bylaws under the Strata Property Act set out the following procedures for council meetings. 46

Any strata council {include_content_item 2000}{jugaaccess Subscribed}member may call a council meeting by giving the other council members nine days notice, or in an emergency or with consent, by giving less than nine days notice. 47 Although the Standard Bylaws say the council member must normally give, “at least one week’s notice”, under the Interpretation Act we must calculate this one-week period by excluding the first and last days. 48This translates into nine days.

While written notice is usually desirable, the Standard Bylaws specifically state that this notice does not have to be in writing . 49

A council member who calls a council meeting must specify the reason for the meeting in the notice. Meetings may be held by electronic means as long as all council members and other participants can communicate with each other during the meeting. If a council meeting is held by electronic means, council members are deemed to be present in person. The Standard Bylaws do not restrict a council to any particular method of electronic communication, such as a telephone. Any electronic means is permissible, so long as it allows everyone at the meeting to communicate with each other. 50

Owners may attend council meetings as observers, except where meetings deal with hearings into bylaw violations, hearings into requests for exemptions from rental restrictions, or where observers would, in council’s opinion, interfere with an individual’s privacy. 51

Ordinarily, every strata council member has a vote at council meetings. However, if all the owners are on strata council, each strata lot has one vote at council meetings. 52

According to the Standard Bylaws, strata council decisions are by majority vote and council must record the results of all votes in the minutes. If a strata corporation’s bylaws fail to state the voting threshold for council decisions, the Interpretation Act dictates that decisions be made by majority vote. 53

Section 19 of the Standard Bylaws requires the strata council to inform the owners of the minutes of all council meetings within fifteen days of the meeting, whether or not the minutes have been approved. 54

The Standard Bylaws do not specify the manner in which the council must inform the owners. The Strata Property Act suggests, however, that council may leave the minutes at a location designated by the strata corporation for that purpose. 55

Council Hearing

Effective December 11, 2009 56 the Strata Property Act guarantees each owner or tenant the right to apply for a hearing before strata council. 57 Prior to that date, the Standard Bylaws set out the right to request a hearing. Since the Standard Bylaws established the right to a council hearing, a strata corporation could override that right by amending the relevant bylaw. The December 2009 amendment to the Act effectively prevents a strata corporation from amending its bylaws to repeal or otherwise diminish the right to a council hearing.

If an owner or tenant requests, in writing, a hearing at a council meeting, council must hold the hearing within four weeks. 58 The Interpretation Act, however, requires that we calculate this four-week period by excluding the first day of the period of time, and including the last day. In effect, when the relevant provisions of the Strata Property Act and Section 25 of the Interpretation Act are read together, this means that the strata corporation must begin the hearing within 29 days from the date the request is received. For example, if on the first day of the month an owner delivers her request to the strata corporation for a hearing, that day must not count as part of the four-week period because the corporation must exclude the first day. Instead, the strata corporation looks to the next day, being the second day of the month, and then adds four weeks (being 28 days) from that date, for a total of 29 days. In this example the strata corporation must hear the owner’s application on or before the 30th day of the month (being 29 days after the 1st of the month).

The regulations define a hearing as an opportunity to be heard in person at a council meeting. 59

If the purpose of the hearing is to seek a decision, council must give a written decision within eight days of the hearing. 60

While strata council must publish minutes of its meetings, including hearings, many hearings raise individual privacy concerns. For information about a strata council’s obligation to protect indiviual privacy rights, see “Privacy Concerns About Personal Information” later in this chapter.

No Proxy Voting at Council Meetings

Neither the Strata Property Act nor the regulations permit a council member to assign his or her vote as a council member to someone else. Since the eligible voters elected the council member, or the strata council appointed that person to council, only that individual may exercise his or her vote as a council member at council meetings.

Minutes

The strata corporation must prepare minutes of every general meeting and every strata council meeting, including the results of all votes. The strata corporation must keep copies of all meeting minutes for at least six years. 61

Although the Strata Property Act requires{include_content_item 2000}{jugaaccess Subscribed} minutes and states they must contain the results of any votes, the Act does not specify that the minutes be kept to any particular level of detail. 62 According to one registered parliamentarian, minutes are the historical record of an officially convened meeting of an organized decision-making body. The parliamentarian notes that minutes are important for many reasons, including: 63

  • Minutes help the organization conduct business in a transparent and accountable manner,
  • Minutes constitute the history of the organization’s decision- making process,
  • The courts may rely on minutes to assess the validity of certain actions.

The Strata Property Act does not require minutes in any particular form. 64 See Appendix D Sample Minutes, for a template that may also be used to prepare minutes of general meetings. 65

When preparing records and providing information, strata council members must comply with the standard of care in section 31 of the Strata Property Act, which requires them, among other things, to act honestly and in good faith, and to exercise the care of a reasonably prudent person. 66

The strata corporation’s minutes should always be accurate and clear. The minutes should never contain false information. The strata corporation’s minutes are the record of its proceedings and may later be used as evidence in court or arbitration proceedings. As a general rule, strata corporation minutes should always contain the following:

  • The name of the strata corporation.
  • The type of meeting held (e.g., strata council, AGM, special general meeting, maintenance committee).
  • The date, time and location of the meeting.
  • The names of persons present. If a member of the meeting arrives late or leaves early, the minutes should record the point at which that person arrived or departed.
  • The essential elements of the meeting. The minutes should provide enough information to provide a context for understanding any decision made or action taken.
  • Each resolution together with the results of any vote. Section 35(1)(a) of the Strata Property Act, and sections 18 and 27(4) of the Standard Bylaws require the strata corporation to record the results of each vote. In a general meeting, section 27(4) of the Standard Bylaws requires the voting results to include information about the number of votes for and against a resolution, if a precise count was requested.
  • If a member of the meeting discloses his or her conflict of interest in a matter, the minutes must fully record the disclosure, whether the person abstained from voting on the matter, and whether that person left the meeting or otherwise abstained from discussion of the matter.
  • Whether confidential matters were discussed in camera, and, if so, whether the record of those discussions is omitted from the minutes.

In Kayne v. The Owners, Strata Plan LMS 2374 an owner complained there were no minutes of a strata council meeting held on a particular date. 67 The evidence revealed that the event was not actually a council meeting, but an informal gathering of some council members where no minutes were kept. The court said, in part, 68

The court also pointed out that any decision taken at such a meeting would be invalid unless and until it is taken or ratified by a properly constituted and minuted meeting of the council. 69

Privacy Concerns About Personal Information

The provincial Personal Information Protection Act regulates how a strata corporation may collect and use personal information. 70 Personal information means, in part, “information about an identifiable person.” 71 This includes such information as a person’s name, age, home address, home telephone number, ethnic origin, sexual orientation, marital status, occupation, finances and medical information. There is some personal information to which the Personal Information Protection Act does not apply, such as personal information that can be accessed under the Freedom of Information and Privacy Act  72 or that is contained in court documents. 73

The reader will find a general description of the Personal Information Protection Act in Chapter 13, Record Keeping. For advice about a specific privacy concern, the reader should consult a strata lawyer.

In 2009, the Office of the Information and Privacy Commissioner (the “Privacy Commissioner”) released its Privacy Guidelines for Strata Corporations and Strata Agents. At the date of this writing, the Guidelines are available online at the Privacy Commissioner’s website. 74

The Personal Information Protection Act does not specify what personal information may be included in the minutes of a strata corporation’s general meeting. According to the Privacy Commissioner’s Guidelines, when an individual attends an AGM or special general meeting, he or she impliedly consents to have their name, strata lot number, or unit number recorded in the minutes. 75

The Privacy Commissioner’s Guidelines highlight how, in any event, one may identify an individual owner from information about a person’s strata lot or unit number in a strata corporation’s general-meeting minutes. Among other things, the Strata Property Act requires a strata corporation to maintain a list of owners. The list must include each owner’s strata lot address, mailing address if different, strata lot number as shown on the strata plan, any parking stall numbers, and the owner’s unit entitlement. 76 Where general-meeting minutes identify parties by strata lot or unit number, a person with access to the strata corporation’s records may compare a strata lot or unit number in the minutes against the strata corporation’s list of owners to determine which owners attended the meeting. 77

If the strata corporation uses sign-in sheets for atendance records, and if the strata corporation keeps those sheets among its records, the corporation may disclose those sheets. In this case, disclosure is authorized by the Strata Property Act. 78

Privacy Concerns In Strata Council Minutes

The Personal Information Protection Act does not specify what personal information may be included in the minutes of a strata council meeting. According to the Privacy Guidelines for Strata Corporations and Strata Agents, an individual who attends a strata council meeting impliedly consents to have his or her name recorded in the minutes. The Guidelines say that if a strata council member does not attend a meeting, that member’s name and strata lot or unit number should also be recorded. In addition, the Guidelines say that the names of any authorized people at the meeting may also be included in the minutes. 79

In any event, a strata council should ensure that the minutes contain only the minimal amount of personal information necessary to provide an objective, accurate account of the proceedings. The Privacy Guidelines recommend that a strata council creates and implements confidentiality policies. 80

In Camera Discussions Involving Personal Information

The Privacy Guidelines for Strata Corporations and Strata Agents recognize that a strata council may discuss personal information during an in camera session. 81 In addition, the Standard Bylaws prohibit observers during those portions of a council meeting that deal with any of the following: 82

  1. (a) A bylaw contravention hearing;
  2. (b) A rental restriction bylaw exemption hearing; or
  3. (c) Any other matter if the presence of observers would, in the council’s opinion, unreasonably interfere with an individual’s privacy.

The Privacy Guidelines recommend the following best practice. In its minutes, a strata council should identify only the unit or strata lot number of an owner or tenant in relation to the following deliberations: 83

  1. (a) When the council considers whether a bylaw or rule has been contravened;
  2. (b) When a fine is levied;
  3. (c) When the strata council considers whether to commence legal action against an owner or tenant;
  4. (d) When a strata unit is liable for a remedial work order in relation to repair work;
  5. (e) When the strata corporation is owed outstanding strata fees and the total amount; and
  6. (f) When the council considers whether to grant an exemption from a rental restriction bylaw.

According to the Privacy Guidelines, 84

In particular, where strata council considers a hardship application to exempt an owner from a rental restriction bylaw, the Privacy Guidelines say, 85

Strata Council’s Duty to Avoid Misrepresentation In Minutes

A strata council must ensure its minutes are accurate because the council knows that others will reasonably rely on those minutes. The strata council members may be liable for misrepresentation if they provide inaccurate or misleading information to someone who suffers a loss because he or she reasonably relies on it. Even if the information is accurate on its face but reasonably leads the person to whom it is given to misinterpret it, the strata council may be liable.

For example, suppose that a strata council decides to omit important information from the minutes of its meetings, such as references to defects in the building envelope. Filtering the minutes will mislead the owners about their respective investments in their strata units. Similarly, purchasers who typically rely on such minutes will likely be misled.

Alternatively, in appropriate cases, if the strata council wishes to treat the building envelope discussions as confidential, council must insert an appropriate warning in the minutes to alert readers that council discussed confidential matters concerning the building envelope in camera. To be sufficient, the warning must adequately inform the reader that the strata council discussed the particular subject in confidence.

Defamation

A strata council should ensure that minutes of all meetings of the strata corporation, including council minutes, are not defamatory.

In general, a remark is defamatory if it is a false statement about someone else that tends to lower that person’s reputation in the community. A defamatory statement may be express or implied and may occur by innuendo. 86 When defamation occurs in writing it is called libel.

As a guideline, a strata council should ensure that every statement in the minutes is accurate and verifiable. Although the case did not involve a defamation claim, in McGowan v. Strata Plan NW1018 87 the court made the following recommendation concerning council minutes:

In the author’s experience, most strata corporation insurance policies exclude coverage for defamation claims against strata council members. A strata council may wish to check with its insurance agent whether coverage exists for a defamation claim. 88

Section Minutes

A section is a form of min-government within the strata corporation. For information about sections, see Chapter 10, Sections.

The Strata Property Act and regulations do not expressly say that a section must keep minutes of general meetings or that the executive must keep minutes of its meetings. We can, however, reasonably infer these obligations.

Recall that with regard to matters relating solely to the section, the section may create a budget, collect strata fees and special levies, and create bylaws. 89 In each of these functions, the section has the same powers and duties as the strata corporation. 90All of these functions involve decisions to be made at a general meeting of the section. The Strata Property Act also says that the eligible voters of a section may call and hold general meetings, “in the same manner” as the eligible voters of the strata corporation. 91 Given that a strata corporation must prepare minutes of general meetings and strata council meetings, 92 we infer that the section must prepare and keep minutes of a section’s general meetings.

Likewise, we infer that the section’s executive must keep minutes, given that the executive has the same duties with respect to the section that a strata council has regarding a strata corporation. 93

Earlier, this chapter described certain concerns about a strata corporation’s minutes and suggested some ways to avoid problems. The same concerns and suggestions apply to the minutes of a section, including minutes of an executive meeting.


Notes:

  1. Strata Property Act, s. 49(1), (2).
  2. Strata Property Act, s. 40(2). The Interpretation Act requires that where an enactment sets a time for doing something, we must calculate that time according to certain rules in the Interpretation Act. Under the Interpretation Act, the calculation of time expressed as “months” can be especially challenging. According to section 29 of the Interpretation Act, when an enactment refers to a “month”, it means a period calculated from a day in one month to a day numerically corresponding to that day in the following month, less one day. Depending, however, on the circumstances, section 25(4) and (5) of the Interpretation Act also require that one or more days be excluded from the calculation. Where an enactment states the time for doing something in terms of “months”, if a precise calculation of the time is important, the reader should consult a strata lawyer to determine when that period expires.
  3. Strata Property Act, s. 21(1).
  4. Strata Property Act, s. 102.
  5. Strata Property Act, s. 41(1), (2).
  6. Strata Property Act, ss. 42, 4 and 26.
  7. Strata Property Act, s. 43(1), (2), (3). Section 43(3) of the Strata Property Act says the strata corporation must hold the meeting within “four weeks” after the demand is given. According to section 25(5) of the Interpretation Act, R.S.B.C. 1996, c. 238 we must calculate this four-week period by excluding the first day and including the last day, which translates into 29 days.
  8. For information about giving notice for a general meeting, see the section on Notice later in this chapter.
  9. Strata Property Act, s. 43(5).
  10. Strata Property Act, s. 43(6).
  11. Strata Property Act, s. 44(1), (2).
  12. Strata Property Act, ss 43(6) and 46(3), (4).
  13. Strata Property Act, s. 45(1)(c). For information about the circumstances in which a tenant may exercise a vote in respect of a strata lot, see Chapter 14, Voting.
  14. Strata Property Act, ss. 60 and 45(1)(a), (b).
  15. Strata Property Act, ss. 45(4) and 103(2); Strata Property Regulations, ss. 6.6 and 6.7. For information about financial statements, see Chapter 15, Finances.
  16. Strata Property Act, s. 47.
  17. Strata Property Act, s. 61(1). See also Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506 at para. 39, rev’d in part 2010 BCCA 474.
  18. Strata Property Act, s. 1(1) defines the term, “occupant” to mean a person, other than an owner or tenant, who occupies a strata lot.
  19. Strata Property Act, s. 61(3).
  20. Interpretation Act, R.S.B.C. 1996, c. 238, s. 25(5).
  21. Strata Property Act, s. 47.
  22. Strata Property Act, s. 63(2).
  23. Interpretation Act, s. 25(5).
  24. Strata Property Act, s. 2(1) and Strata Property Regulation, s. 17.4.
  25. Strata Property Act, s. 64.
  26. Strata Property Act, ss. 45(1) and 61(3).
  27. Interpretation Act, R.S.B.C. 1996, c. 238, s. 25(4).
  28. Enefer v. The Owners, Strata Plan LMS 1564, 2005 BCSC 1866 at para 28.
  29. Strata Property Act, s. 45(3).
  30. Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506 at para. 36.
  31. Brown v. Strata Plan NW 3304 (1993), 32 R.P.R. (2d) 143, 1993 CanLII 2323 (S.C.).
  32. Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506, rev’d in part 2010 BCCA 474.
  33. Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506 at para. 43.
  34. Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506 at para. 44.
  35. Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506 at para. 48.
  36. Strata Property Act, s. 45(2).
  37. Strata Property Act, s. 45(5), (6).
  38. Strata Plan NW 971 v. Daniels, 2010 BCCA 584
  39. Strata Property Act, s. 48(1), (3).
  40. Strata Property Act, s. 48(1).
  41. Strata Property Act, s. 48(2).
  42. Strata Property Act, s. 48(2).
  43. Strata Property Act, Schedule of Standard Bylaws, s. 28. For information about the Schedule of Standard Bylaws and amending bylaws, see Chapter 19, Statutory Bylaws And The Effect Of The Strata Property Act and Chapter 20, Amending Bylaws.
  44. Strata Plan NW971 v. Daniels, 2010 BCCA 584 affg. 2009 BCSC 1235.
  45. Strata Plan NW971 v. Daniels, affg. 2009 BCSC 1235 at paras. 24-29 and 2010 BCCA 584 at paras. 38-39.
  46. Schedule of Standard Bylaws. Division 3. In the case of the former Condominium Act, see also ss. 119-122.
  47. Schedule of Standard Bylaws, s. 14(1).
  48. Interpretation Act, s. 25(4).
  49. Schedule of Standard Bylaws, s. 14(2).
  50. Schedule of Standard Bylaws, ss. 14, 17.
  51. Schedule of Standard Bylaws, s. 17.
  52. Strata Property Act, s. 29(4).
  53. Schedule of Standard Bylaws, s. 18; Interpretation Act, s. 18(1).
  54. Section 19 of the Standard Bylaws says, “within two weeks.” According to section 25(5) of the Interpretation Act, R.S.B.C. 1996, c. 238 we must calculate this two-week period by excluding the first day and including the last day, which translates into fifteen days. See also Azura Management (Kelowna) Corp. v. Strata Plan KAS 2428, 2009 BCSC 506 at para. 33, rev’d in part 2010 BCCA 474 where the court, without referring to the Standard Bylaws, suggested the minutes should be available within seven days. The court also suggested that where a strata council meeting decides the agenda for a general meeting, the minutes from that council meeting should be available before the start of the period for giving written notice of that general meeting.
  55. See, for example, Strata Property Act, s. 65. Although this section does not directly apply, its provisions serve as a useful guide.
  56. B.C. Reg 312/2009.
  57. Strata Property Amendment Act, 2009, S.B.C. 2009, c. 17, ss. 6 and 35 (amends the Strata Property Act by adding a new s. 34.1 and by repealing s. 15 of the Standard Bylaws).
  58. Strata Property Act, s. 34.1.
  59. Schedule of Standard Bylaws, s. 15; Strata Property Regulation, s. 18.1.
  60. Strata Property Act, s. 34.1(3) says that strata council must give its written decision within “one week”. According to section 25(5) of the Interpretation Act we must calculate this one-week period by excluding the first day and including the last day, which translates into eight days.
  61. Strata Property Act, s. 35(1)(a); Strata Property Regulation, s. 4.1(3).
  62. Kayne v. The Owners, Strata Plan LMS 2374, 2007 BCSC 1610 at para. 8.
  63. E. Mina, Mina’s Guide to Minute Taking – Principles, Standards & Practical Tools, (Vancouver: Eli Mina Publishing, 2004), pp. 11-12.
  64. Kayne v. The Owners, Strata Plan LMS 2374, 2007 BCSC 1610 at para. 8.
  65. Readers may find helpful publications about holding meetings, including information about taking minutes of a meeting, at their public library. For practical tips on how to take minutes, readers may also wish to check the library for the book cited in the previous endnote. Eli Mina is a registered parliamentarian who also self-publishes the book at his website at <http://www.elimina.com/>.
  66. For information about a strata council member’s standard of care, see Chapter 7, Strata Council.
  67. Kayne v. The Owners, Strata Plan LMS 2374, 2007 BCSC 1610.
  68. Kayne v. The Owners, Strata Plan LMS 2374, 2007 BCSC 1610 at para. 23.
  69. Kayne v. The Owners, Strata Plan LMS 2374, 2007 BCSC 1610 at para. 23.
  70. Personal Information Protection Act, S.B.C. 2003, c. 63.
  71. Personal Information Protection Act, s. 1 (definition of “personal information”).
  72. R.S.B.C. 1996, c. 165
  73. PIPA, s. 3(2).
  74. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia), online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  75. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 15, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  76. Strata Property Act, s. 36(1)(c)(i). For information about a strata corporation’s records, see Chapter 13, Record Keeping.
  77. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 15, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  78. Strata Property Act, s. 36.
  79. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 15, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  80. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 11 and 16, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  81. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 16, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  82. Schedule of Standard Bylaws, s. 17(4).
  83. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 16, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  84. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 16, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  85. British Columbia, Office of the Information and Privacy Commissioner, Privacy Guidelines for Strata Corporations and Strata Agents, (British Columbia) at 16, online: Office of the Information and Privacy Commissioner: Resources for Organizations < http://www.oipc.bc.ca/index.php?option=com_content&view=article&catid=17%3Aprivate-sector-pages&id=148%3Aresources-for-organizations&Itemid=87> (date accessed 16 July 2010).
  86. See, for example, J.G. Fleming, The Law of Torts, 5th ed. (Agincourt: The Carswell Co. Ltd., 1977) at 528-533.
  87. McGowan v. The Owners, Strata Plan NW 1018, 2002 BCSC 673 at para 69 (S.C.).
  88. For information about strata corporation insurance, including insurance for strata council members, see Chapter 16, Insurance.
  89. Strata Property Act, s. 194(2).
  90. Strata Property Act, s. 194(2).
  91. Strata Property Act, s. 196(1).
  92. Strata Property Act, s. 35(1)(a).
  93. Strata Property Act, s. 196(2).