November 7, 2018 at 11:50 am #2463
Posted by Jack H on February 19 2018 at 03:59 PM | 7 comments
I am looking for a explanation when would an Ordinary Resolution and a Special Resolution and when would each be required? Example: We as a board are considering going from Self Management to Property Management and are checking out different companies. If this was decided by the board and to have the change be adopted by the condo community would we need an Ordinary Resolution or a Special Resolution to have this passed. Or can it be passed by a quorum at the AGM. I cannot find a clear direction in our By-Laws.
November 7, 2018 at 11:50 am #2464
Contact Hugh Willis at Willis Law
Steve T on February 19 2018 at 04:09 PM
November 7, 2018 at 11:51 am #2465
The board can contract a condominium manager without any input from Owners, unless there is a bylaw to that effect. Under the Act, the board has the power to undertake all contracts on its own authority.
Gus V on February 19 2018 at 04:31 PM
November 7, 2018 at 11:51 am #2466
Think twice before you do that!! We did it and have regretted it ever since.
Anne A on February 19 2018 at 04:42 PM
November 7, 2018 at 11:51 am #2467
Hi Gus: What section of the act covers that we as a board has the power to undertake all contracts on its own authority.
Jack H on February 19 2018 at 06:42 PM
November 7, 2018 at 11:51 am #2468
Jack, there aren’t very many things in the Act that call for a special resolution. Disposing of Corporation common property and amending the bylaws are two examples and you can see why: those are significant steps for any Corporation.
You always have to check to see what the bylaws say too; we can never make assumptions about what a set of bylaws says, and, after the Act, the bylaws are THE rulebook.
It’s unlikely there is a requirement in the bylaws for a special resolution in respect of retaining a property manager.
To answer your later question about where the Board gets it’s authority: look in the Act under the heading “Board of a Corporation.” Those sections provide some guidance regarding what a Board can and should do, generally. Further, section 37 contains the bedrock clause of what a Corporation can, and is to do. Critical to your question is the power and duty to control, manage and administer the Corporation property.
Very often it’s the case that neither the Act not the Bylaws have a specific answer to the issue at hand. But between the sections just referenced, and the sample bylaws attached to the Act, and the case law, (and assuming there is no strange prohibition in the bylaws): yes, the Board has the right and need not obtain owner approval.
David v on February 19 2018 at 08:55 PM
November 7, 2018 at 11:51 am #2469
In addition to what David has stated, check your bylaws. Look iin the Appendix of the Act at the bylaws there. Section 16(2) gives the board the porwer to hire a property manager. Your bylaws probably has a similar section.
Maurice P on February 20 2018 at 07:56 AM
November 7, 2018 at 11:51 am #2470
Thank you everyone for your guidance and direction. I finally found the answer in our by-laws.
Jack H on February 20 2018 at 08:18 AM
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