There is a specific way process must occur, and this is frequently done incorrectly.
The Act allows a corporation (owners) to remove a board member(s) by ordinary resolution (s.28.1(2)). They don’t need to provide reasons for doing this. An ordinary resolution is a specific proposal that owners vote one with a “yes” or “no”, and passes by majority vote (if at a meeting with quorum), or in writing (a majority of all owners/unit factors.)
If done in writing, a majority of owners/unit factors must specifically approve a motion to replace board members with specific persons (ie., to replace A, B and C with D, E and F.). Once signed the resolution passes.
Another way this can happen is for owners to properly call a meeting (a special or extraordinary meeting). First, sufficient owners must request the meeting. The Act (s.30.1(2)) allow owners to request a special general meeting – at least 15% of the unit factors must request this. However, as the Board is then required to provide notice of the meeting AND proposed wording for the resolution (s.30.1(5)), the original request or “petition” from the owners must contain the language for the resolution. ie., A resolution to remove Board members A, B, & C and replace them with D, E, and F.
Too often Owners mistakenly state they wish to remove the Board, have a meeting called and then an election will occur, this is incorrect as there is no election. This has to happen by resolution. Therefore, in the original request or petition the board members proposed to be removed must be identified, the proposed replacement board members identified, at least 15% unit factors in approval for the matter, the Board then calls the special meeting, the motion is put to the meeting (assuming quorum is present), the motion is discussed, and the proposed resolution is put to a vote (yes or no). If the resolution fails, the board stays, if is passes the new board members are in place for the remainder of the replaced board members term.
Typically, this kind of motion cannot happen at an AGM or a special meeting without notice of the motion be given to owners or placed on the agenda. This is because this type of motion is “special business” or business that the owners require notice of.
TODD S on May 28 2018 at 08:04 AM