Governance of the Strata Corporation (22:VI)
|This information applies to British Columbia, Canada. Last reviewed for legal accuracy by the Law Students' Legal Advice Program on July 24, 2023.|
A. Role of the Strata Council
The strata corporation operates through the strata council (SPA, s. 4) and has the power and capacity of a natural person of full capacity (SPA, s. 2(2)). Where the SPA references “the strata corporation,” it is referring to decisions of the strata council that exercise the strata corporation’s powers. The strata council is responsible for exercising the powers and performing the duties of the strata corporations, including enforcing the bylaws (SPA, s. 26), and conducts business of the strata corporation subject to directions from the owners of the strata lots.
In exercising their powers, strata councils are empowered to make many decisions that affect the lives of the owners of the strata corporation. For instance, they may make decisions regarding the allocation and use of common property, or decisions concerning compliance with bylaws.
Strata councils are elected at annual general meetings, including the first annual general meeting called by the owner developer.
1. Mandate and Limitations
Under s. 4, the powers and duties of a strata corporation must be exercised by the strata council except where the SPA, the SPR, or the strata corporation’s bylaws provide otherwise.
Every reference to the SPA, the SPR, and a strata corporation’s bylaws to a “strata corporation” must be read as a reference to the strata council unless a clear contrary intention exists. For sections, the equivalent of the strata council is called the section executive.
a) Strata Council Duties
Unless there is a bylaw limiting its authority, the duties of a strata council include the following:
- Managing, maintaining, and repairing common property (s. 3);
- Establishing and maintaining an operating fund and a contingency reserve fund;
- Obtaining and maintaining liability insurance, and property insurance on the common property, common assets, and original building, including fixtures;
- Convening annual general meetings (s. 40) and special general meetings in response to owner demands (s. 43);
- Maintaining strata corporation and section records (s. 35) and making them available (s. 36);
- Enforcing bylaws and rules of the strata corporation.
b) Matters Requiring Owner Approval
Strata lot owner approval is often required when making decisions in a number of areas, including finances, dealing with property, litigation, and strata plan changes. When owner approval is required, the strata council carries out the action in the name of the strata corporation. Often, authorizing resolutions are drafted to authorize one or two council members to execute the action.
The strata council must continuously decide whether they have jurisdiction over matters. Many sections of the SPA require approval only if certain criteria is met, like making “significant change” (s. 71), or whether an immediate expenditure is “necessary to ensure safety” (s. 98(3)). In cases like these, the strata council may need legal counsel to give guidance over whether the strata council has jurisdiction.
c) Matters Requiring Bylaw Authority
Some matters may be dealt with by the strata council only if authorized by the strata corporation bylaws, including:
- Charging interest on arrears (s. 107);
- Taking collection proceedings against an owner in Small Claims Court (s. 171(4)).
d) Conflicts of Interest
Under s 31 of the SPA, strata council members are required to act honestly and in good faith with a view to the best interests of the strata corporation. Acting in good faith, under Standard Bylaw 22, relieves a council member of liability for anything done in the performance of their duties.
From section 32 of the SPA, strata council members are required to disclose any direct or indirect conflicts of interest they may have in a contract or transaction with the strata corporation. In any other matter, if a duty or interest that contradicts their duty or interest as a strata council member may arise, that strata council member must similarly disclose the conflict of interest. In strata corporations that have formed sections, strata council members who are also part of a section may find that their interest as a section member frequently conflicts with their interest as a strata council member.
Strata council members with a conflict of interest must promptly disclose to the council the full nature and extent of the interest. They must then abstain from voting on the matter, as well as leave the strata council meeting during discussion and voting on the matter, unless the council requests the member to provide information (SPA, s 32).
If a strata council member fails to disclose their conflict of interest in a contract or transaction, the other owners may ratify it by a ¾ vote at an annual or special general meeting after receiving full disclosure of the conflict. If the owners fail to ratify the contract or transaction, the strata corporation or an owner can apply to the court for a remedy under section 33 of the SPA.
If the court finds that the contract or transaction was unreasonable or unfair to the strata corporation, it may order a remedy such as:
- Setting aside the contract;
- Ordering the strata council member to compensate the strata corporation’s resulting losses; or
- Ordering the strata council member to pay any of their resulting profits to the strata corporation.
e) Standard of Care for Strata Council
Section 31 of the SPA requires strata councils must act towards the best interests of the strata corporations, with honesty and good faith. In doing so, the strata must exercise the care, diligence, and skill of a reasonably prudent person in similar circumstances. See Dockside Brewing Co. Ltd. v Strata Plan LMS 3837, 2007 BCCA 183 for an application of section 31, which the Supreme Court of Canada would decline to overturn.
In Rochette v Bradburn, 2021 BCSC 1752 at para 83, the court clarified that section 31 does not create a standalone right for a strata owner to sue a strata council over breaches of its standard of care. While section 31 does inform the standard of conduct from sections 32 and 33, a court action still must satisfy the requirements from section 33: a strata council member failing to adequately discharge their duty to disclose conflicts of interest, and the remaining owners failing to ratify the affected decision.
2. Strata Council Size and Composition
a) Composition and Terms of Office
Section 25 of the SPA provides that a full council must be elected at each annual general election. There are, however, bylaws that some strata corporations have adopted providing for staggered, multi-year terms of council members that help preserve continuity on the strata council.
Each strata council member must be elected, meaning that a bylaw purporting to appoint council members without election is unenforceable: see Marook Super Pty. Ltd v The Owners, Strata Plan KAS 2205, 2019 BCCRT 906.
S. 28 states that the only persons who may be council members are owners, individuals representing corporate owners, and tenants who have been assigned a landlord’s right to stand for council under s. 147 or s. 148. Bylaws can be made, however, to permit others to sit on the strata council, although Paget v Strata Plan LMS 1951, 2021 BCSC 2111 held that a person acting under the authority of a power of attorney cannot sit as a member of a strata council.
If two or more persons own a strata lot, only one of them can sit on the strata council unless all strata lot owners are on the strata council. This includes corporate owners, who may only elect one representative to sit on the strata council with respect to each strata lot.
Standard Bylaw 9 of the SPA states that the strata council must have at least three and no more than seven members. This gives the strata corporation the ability to choose to acclaim any eligible candidate if there are less than seven members or establish resolutions and adopt bylaws as mechanisms to determine the size of the council.
d) Elections of Strata Council Members
The first strata council is elected at the first annual general meeting, and thereafter at each annual general meeting, subject to the bylaws.
If the strata corporation’s bylaws provide for a range of council members, as Standard Bylaw 9 does, there may be no mechanism for determining the actual size of the strata council. A common practice, in this case, is to name all nominees to the council if there are fewer nominations than the maximum number specified in the bylaw or by Standard Bylaw 9.
The issue raised from naming all nominees to council is that someone could be elected to council despite opposition from a majority of the owners. This could be addressed by a bylaw amendment mandating that the number of council members may range from three to seven, as fixed from time to time by majority vote resolution at a general meeting, or a bylaw amendment mandating a specific form of balloting. Both methods could be subject to challenge under s. 164 if it is a departure from the established norm.
S. 50(1) of the SPA requires decisions at general meetings to be made by majority vote. This does not include elections by acclamation, as decided by the court in Yang v Re/Max Commercial Realty Associates (482258 BC Ltd.), 2016 BCSC 2147, although the court also said that it was still better practice to still require a vote unless a majority of the owners approve a resolution to have the election proceed by acclamation.
Standard Bylaw 11 provides that, unless all strata lot owners are on the strata council, one or more council members can be removed by a majority vote at a general meeting, although some strata corporations may pass bylaws requiring a higher threshold. The CRT in Wong’s Insurance Services Ltd. v Strata Plan LMS 3259, 2022 BCCRT 831 held that there is a reasonable expectation that a strata council would provide to owners reasons for removal based on true facts.
Standard Bylaw 12 gives the strata council authority to fill vacancies created by the resignation or incapacitation of a council member, and preserves the ability of the remaining council members to do so even if they lack a quorum.
S. 34 of the SPA provides that any remuneration paid to a member of council for the member’s exercise of council powers of performance of council duties must be approved in advance of payment in the budget, in the bylaws, or by a resolution passed by a ¾ vote at an annual general meeting.
3. Strata Council Powers
a) Capacity to Contract
S. 2 provides that a strata corporation has the power and capacity of a natural person of full capacity, subject to any limitation under the SPA or SPR. S. 38(a) clarifies the strata corporation’s ability to enter contracts, providing that it may enter into contracts in respect of its powers and duties under the SPA, the SPR, and the bylaws.
b) Joining Organizations
S. 38(b) also clarifies s. 2 by proving that a strata corporation may join organizations to further its purposes under the SPA, the SPR, and its bylaws.
B. Strata Corporation Meetings
1. General Meetings of the Strata Corporation or a Section
a) Conduct of General Meetings
The SPA and Standard Bylaws do not have guidelines on the following matters:
- Whether and how business can be tabled to a future meeting;
- To what extent the meeting can amend the agenda prepared by the strata council;
- Whether and how a ruling of the chair can be challenged;
- How elections of strata council and section executive members are conducted.
If these matters are not addressed by the strata corporation’s bylaws, they are determined by the chair, subject to the right of any voter to initiate legal proceedings to challenge the conduct of the meeting. In legal proceedings, common law applicable to corporate proceedings, such as Robert’s Rules of Order can be expected to govern as long as they are not taken advantage of to undermine democratic principles governing strata meetings, as held in The Owners, Strata Plan NW 971 v Daniels, 2009 BCSC 1235.
b) Strata Corporation and Section Meetings
The strata council is not permitted to call meetings of sections. Section meetings are convened by the section executive, and are considered separate meetings with separate notices, agendas, proxied, quorums, resolutions, and minutes.
c) Types of General Meeting
Annual General Meeting
The first annual general meeting of a strata corporation is convened by the owner developer within a specified period following either the first conveyance or conveyance of 50 per cent plus one of the strata lots. Then, the strata council is responsible for holding annual general meetings within two months following each fiscal year-end (s. 40).
Special General Meeting
A special general meeting is any general meeting that is not an annual general meeting. It can be convened at any time by the strata council (s. 42) or demanded by the strata lot owners (s. 43). These are usually called to deal with a special levy, a contingency reserve fund expenditure, or a litigation matter.
d) Chair of General Meeting
Standard Bylaw 25 provides that the president chairs a general meeting of the strata corporation; in the absence of the president, the vice president in absence of both, a chair selected by the meeting. It should be noted, if a third party is selected, that the president and vice president both declined to chair.
e) General Meeting Notice and Delivery
S. 45 states that at least two weeks’ written notice of a general meeting must be given to:
- Strata lot owners;
- Tenants who have been assigned the right to vote under s. 147 and 148;
- Mortgagees who have requested notifications of meetings under s. 60.
S. 45(2) permits that any person entitled to be notified can waive notice by a written notice, though such a waiver is revocable.
S. 61(1) provides how notice can be given to a strata lot owner or tenant entitled to notice. S. 61(1)(b) provides that if the strata lot owner or tenant has not given an address outside the strata plan for notice, it can be hand delivered, put under the door, mailed, put through a mailbox, faxed to a number provided by the person, or emailed to an address provided by the person.
S. 61(1)(a) provides that is the strata lot owner or tenant has given an address outside the strata plan, only personal service or mail delivery are permitted. Azura Management (Kelowna) Corp. v Strata Plan KAS 2428, 2009 BCSC 506 includes email delivery as part of the “mail” delivery requirement in 61(1)(a), going against the Interpretation Act, RSBC 1996, c 238, which defines “mailing” as sending prepaid through the Canada Post Office.
S. 61(3) provides that a meeting notice is given, where not directly hand-delivered, four days after mailing, faxing, or emailing.
Notice of an annual or special general meeting must include (s. 45(3)):
- A description of the matters that will be voted on at the meeting, including the proposed wording of any resolution requiring a ¾ vote, 80% vote, or unanimous vote;
- The date, time and, if applicable, place of the meeting;
- If attendance by telephone or other electronic means will be permitted, instructions for attending the meeting by electronic means.
This provision must be strictly adhered to, as the BCSC declared a bylaw amendment voted on at a general meeting to be void because the bylaw amendment was not included in the notice before the meeting in 453881 B.C. Ltd. v Strata Plan LMS 508, 1994 CanLII 1412 (BC SC). However, the court held in Azura Management that a ¾ vote approval had been approved despite not being referred to in the notice, so the current strength of s. 45(3) is unclear.
f) General Meeting Agenda
S. 46(1) provides that the strata council determines the agenda for a general meeting unless a resolution is proposed by a demand of owners under s. 46(2) or the meeting is demanded and called by voters under s. 43.
Then, once the meeting has begun, Standard Bylaw 28 provides that approval of the items in the agenda is one of the first items of business at a general meeting of a strata corporation.
g) Resolutions from the Floor
A general meeting notice must include a description of the matters that will be voted on (s. 45(3)). This requirement makes it clear than any resolution requiring a ¾ vote, 80% vote, or unanimous approval must be included in the meeting notice and cannot be raised from the floor. Leung v Strata Corp. LMS 2835, 2001 BCSC 1602 confirms this, as a council member was removed from his position during a heated debate at a general meeting, and the courts determined that the member should be reinstated.
It is not clear, however, if matters that require only majority vote approval are permitted from the floor. It may be the case that if a resolution from the floor directing the strata council under s. 27, that is to control their own powers, is related to an item of business included in the meeting notice, the resolution may be able to stand if it is amended to only require majority vote approval.
h) Owner Demands
Owners in a strata corporation can propose a resolution or raise a matter under s. 46(3) or demand a general meeting to consider a resolution or matter under s. 43 if the proposal/demand is signed by persons holding at least 20% of the strata corporation’s votes. The owner is restricted from signing as part of the 20% if the strata corporation has a bylaw suspending the vote for a strata lot if the strata corporation is entitled to a lien.
S. 63(1) of the SPA provides the requirements for delivering a demand to a strata corporation. The demand can be:
- Hand-delivered to a council member;
- Mailed to the address of the strata corporation on record in the Land Title Office;
- Faxed to the number provided by a council or filed in the Land Title Office;
- Delivered using a mail slot or mailbox used by the strata corporation;
- Emailed to the strata corporation’s email address or to an email address provided by a strata council member for that purpose.
If not hand-delivered, the demand is deemed to have been given four days after mailing, faxing, mail-slotting, or emailing.
A s. 46 demand proposing a resolution or raising matter must be complied with at the next general meeting, whether that be annual or general.
A s. 43 demand compels the strata council to hold a special general meeting to consider the matter or resolution four weeks after the demand is given. If this is not complied with, the persons who signed the demand can set a special general meeting themselves held under the applicable provisions of the SPA and the bylaws.
S. 56 permits strata lot owners, tenants, and mortgagees entitled to vote at a general meeting to do so by proxy, where the proxy:
- Must be in writing and signed by the person appointing the proxy;
- Can be general or for a specific meeting or resolution;
- Is always revocable (a later proxy must be considered to revoke an earlier one).
Text messages do not qualify a proxy, per Hedberg v The Owners, Strata Plan 511, 2021 BCCRT 340. Unless limited by a strata corporation’s bylaws to specify how a grantor’s vote is to be exercised on one or more specific resolutions, a proxy appointment is unlimited and permits the proxy to participate fully in the meeting. Further restrictions on the limits of proxies in general meetings include:
- Proxies are not ballots, so they should not be drafted with “check boxes” for various resolutions (see Curll v The Owners, Strata Plan NW 2926, 2021 BCCRT 504);
- If a strata lot is owned by more than one person, either may give a proxy, but if both do, neither is valid;
- If the strata corporation has a bylaw suspending the vote for a strata lot if the strata corporation is entitled to register a lien, a proxy holder may not vote with respect to that strata lot.
As of July 18, 2023, the SPR does not contain any provisions governing the selection of proxies. As a result, the effect of section 56(3) of the SPA is that voters are permitted to appoint anyone as a proxy, except for employees of the strata corporation or persons who provide management services to the strata corporation. Strata corporations are not allowed to make any further restrictions on whom a voter may appoint as a proxy: see The Owners, Strata Plan VR320 v Day, 2023 BCSC 364 at para 50.
j) Electronic Attendance
S. 49 of the SPA permits attendance at a general meeting to be done electronically by speakerphone, telephone conference, video conference, and web conference, as long as:
- The notice or the meeting given under s. 45 includes instructions for attending by electronic means;
- The electronic means permits all participants to communicate with each other;
- The electronic means allows the meeting’s chair to identify whether a participant attending by electronic means is an eligible voter.
An eligible voter attending by electronic means does not need a voting card and is not required or entitled to vote by secret ballot (s. 49(3)).
k) Quorum for a General Meeting
Unless specified differently in the strata corporation bylaws, s. 48 provides that a quorum for a general meeting is one-third of the votes, except where there are fewer than four strata lots or strata lot owners, in which case quorum is two-thirds.
Unless specified differently in the strata corporation bylaws, s. 48(3) provides that if there is no quorum within 30 minutes after the time specified in the meeting notice, the meeting is adjourned to the same day in the next week at the same place and time, if applicable. If, on that day, there is no quorum within 30 minutes after the specified time, the eligible voters then present constitute a quorum.
Under, s. 51(9), a meeting convened under s. 51 for the purpose of reconsidering a ¾ vote resolution is cancelled if it does not have a quorum within 30 minutes of the specified time. No bylaw can override this provision.
l) Eligible Voters
Voters at a general meeting are all “eligible voters”, defined in s. 1(1) as all persons who may vote under ss. 53 to 58:
- By default under s. 54, the registered owners of all strata lots, each with the voting power set out in the schedule of voting rights, if any, filed in the Land Title Office unless someone else is entitled to vote with respect to that strata lot as set out below;
- Tenants who have the right to vote under s. 147 or 148;
- Mortgagees whose mortgages give them the right to vote, if the requirements of ss. 54(1)(c) and 60 are met; and
- The parent, guardian, or legal representative of one of the voters described above, or a voter appointed by the court.
S. 147 provides that a tenant may be assigned a strata lot owner’s right to vote, effective when written notice is given to the strata corporation setting out the tenant’s name and specific details on the duties assigned and time period of assignment. If the tenant is leasing a residential strata for a fixed period of three years or more, the tenant is automatically entitled to exercise the powers of the owner under the SPA during the lease (s. 148), provided the strata corporation receives written notification.
A mortgagee may exercise the vote for a strata lot only for a matter in relation to finance, insurance, maintenance, or other matters affecting the mortgagee’s security if:
- The registered mortgage gives the mortgagee the right to vote; and
- The mortgagee gives written notice to the strata corporation or section, to the owner, and to any tenant who has the right to vote, at least three days before the meeting.
Suspension of Voting Rights for Arrears
A strata corporation may, under s. 53(2), adopt a bylaw to automatically suspend the vote for a strata lot if the strata corporation is entitled to register a lien against that strata lot. In order for the strata corporation to be “entitled to register a lien” under s. 116(1), notice must have been given under s. 112(2) and at least two weeks must have passed. This excludes the day the notice was sent and the meeting day (s. 25 of the Interpretation Act). Delivery rules under s. 61 should govern as well.
S. 57 provides that if two or more persons are entitled to vote with respect to a strata lot, only one can vote on a particular matter, and they can change who votes for each respective matter. If they disagree on how to cast their vote on a particular matter, their vote is not counted.
BBR Management Inc. v Strata Plan KAS 3359, 2022 BCCRT 1254 held that the rules provided by s. 57 apply where two or more persons share a vote of one, and not where multiple owners share multiple votes.
m) Voting and Types of Resolution
Polls and Secret Ballots
Standard Bylaw 27 provides for default voting by a show of voting cards, although the floor of the meeting may request for a “precise count” in which the chair is to decide the voting method. In any event, the bylaw gives any voter the right to demand a secret ballot.
If a secret ballot is held, a private area must be provided for voters to tender their ballots. If the secrecy of the ballots is not maintained, the vote and resulting resolution may be rendered void (Imbeau v Strata Plan NW 971, 2011 BCSC 801).
“Majority vote” is defined in s. 1(1) of the SPA as a vote in favour of a resolution by more than one-half of the votes cast by eligible voters present in person or by proxy, and who have not abstained from voting. Abstention drops the threshold for passage of a resolution. For example, if 10 voters are present and one abstains, five votes is enough to make a majority vote. Majority vote is the default threshold for decisions at general meetings of a strata corporation (s. 50(1)). If the majority vote resolution had 50 per cent support, the president or vice president has a second vote under Standard Bylaw 27.
“¾ vote” is defined in s. 1(1) as a vote in favour of a resolution by at least three-quarters of the votes cast by eligible voters present in person or by proxy, and who have not abstained from voting. The same abstention rules of majority votes apply, however, if abstentions result in a ¾ vote being passed with less than 50 per cent of the total votes in the strata corporation, s. 51 provides that the vote may be reconsidered at another general meeting. The proposed wording of any ¾ vote resolution must be included in the meeting notice, per s. 45(3).
“80% vote” is defined in s. 1(1) as a vote in favour by at least 80% of all eligible voters, unlike 80% of those in attendance in person or by proxy for majority vote or ¾ vote. This also means that abstentions and no-shows do not drop the threshold, but instead act as a vote against the resolution. 80% votes are required only in respect of a strata plan cancellation pursuant to s. 272 (without a liquidator) or s. 277 (with a liquidator). The proposed wording of any 80% vote resolution must be included in the meeting notice, per s. 45(3).
Unanimous vote is defined in s. 1(1) of the SPA as a vote in favour by all votes of eligible voters. Similar to the 80% vote, abstentions do not lower the threshold and instead act as a vote against the resolution. Per s. 57(2) of the SPA, if two or more persons are entitled to vote, only one of them still may vote, and that vote must be in favour without a sense of disagreement. The proposed wording of a unanimous vote must be included in the meeting notice, per s. 45(3).
There is an exception in s. 52 allowing the strata corporation to pass a unanimous vote without getting affirmative votes from all eligible voters. The court can order that a unanimous vote proceed without receiving if votes in favour from all eligible voters if the following conditions are met:
- More than 95% of the votes are in favour of the passage of the unanimous resolution in a strata corporation consisting of lots with at least 10 votes;
- Its passage is in the best interest of the strata corporation;
- Its passage would not unfairly prejudice the dissenting voter or voters.
Under ss. 41 and 44, the owners in a strata corporation can waive the holding of an annual or special general meeting to pass a unanimous vote via unanimous written consent if the consent resolution is signed by all strata lot owners registered on title or entities assigned the right to vote. This consent resolution can be initiated by any eligible voter, and abstentions and no-shows are counted as votes against the consent resolution.
This is contrary to the requirement of a meeting in the mortgagee notification procedure in s. 54(1)(c). To get around this, written consent should be obtained of every mortgagee if the matter is in relation to insurance, maintenance, finance, or other matters affecting the security of the mortgage.
An owner of a strata lot whose vote is suspended for a lienable strata lot maintains its ability to vote on resolutions requiring a unanimous vote (s. 53). S. 53 also lists sections in which such strata lot’s vote is not counted, and ss. 41 and 44 are not included in that list. It follows, then, that written consent must be obtained from such owners to pass a consent resolution.
2. Council and Section Executive Meetings
Under s. 26, strata council business must be conducted in accordance with the SPA, the SPR, and the bylaws.
a) Elections of Officers
Although the SPA does not require a strata corporation to have officers, Standard Bylaw 13 refers to officers and mandates elections of a president, vice president, secretary, and a treasurer. The president has the deciding vote in council meetings (Standard Bylaw 18(2)) and general meetings (Standard Bylaw 27(5)).
In absence of bylaw provisions stating otherwise, officers can be removed by majority vote at a council meeting.
Any council member can call a strata council meeting on one week’s notice (Standard Bylaw 14).
Azura Management (Kelowna) Corp. v The Owners, Strata Plan KAS 2428, 2009 BCSC 506 and Yang v Re/Max Commercial Realty Associates (482258 BC Ltd.), 2016 BCSC 2147 both confirm that meetings can be done over email as long as minutes are provided for them, but the CRT in Starr v The Owners, Strata Plan EPS 59, 2019 BCCRT 778 advised that any decisions made during an official meeting over email should be validated and voted on.
c) Right to a Hearing
Under s. 34.1 of the SPA, if a strata lot owner requests a hearing at a council meeting in writing stating the reason for the request, the council must hold a meeting within four weeks to hear the applicant. This right cannot be repealed by a bylaw amendment. Within one week of the hearing, the council must provide a written decision (SPA, s. 34.1(3)).
d) Quorum for Strata Council Meetings
Quorum for strata council meetings is governed by their bylaws. Standard Bylaw 16 defines the quorum as:
- One, if the strata council consists of one member;
- Two, if the strata council consists of two, three, or four members;
- Three, if the strata council consists of five or six members; or
- Four, if the strata council consists of seven members.
e) Electronic Means
Provided all council members can communicate with each other, electronic attendance is permitted at meetings (Standard Bylaw 17). This bylaw also discourages polling council members on issues by telephone or email, because the rest of the members cannot communicate with each other.
Asynchronous meetings are permitted as long as all parties can communicate with each other over a period of time, review all discussion on a particular matter, and votes can be recorded using chat-room or meeting software.
f) Strata Council Meeting Attendees
It is open to the strata council to organize meetings as it sees fit, and there is no requirement for the president or any other council member to chair council meetings.
Bylaw 16(2) requires council members to be present to be counted in the quorum, and Standard Bylaw 18 permits only those present (including by electronic means) to vote. Therefore, proxies are not permitted under the Standard Bylaws.
While the SPA contains no provisions regarding observers, Standard Bylaw 17 provides that observers to meetings must be excluded when dealing with bylaw contraventions and other matters if the observers’ presence would unreasonably interfere with an individual’s privacy.
Owners Adverse in Litigation
Under ss. 169 and 176 of the SPA, a strata lot owner who is adverse to a strata corporation in litigation or arbitration is not entitled to attend those portions of strata council meetings dealing with the litigation.
While the SPA does not have provisions on the decision-making processes at council meetings, Standard Bylaw 18 mandates decisions by majority vote of those council members present, either by electronic means or in person.
The president of a strata corporation has a casting vote in the case of a tie, except in the case of a two-lot strata plan (Standard Bylaw 18).
C. Meeting Minutes
1. Meetings that Require Minutes
S. 35 provides that minutes must be taken at every general meeting and every council meeting. Committees of the council and informal discussions among council members need not have minutes taken.
2. Contents of Minutes
S. 35(1) provides that, at a minimum, minutes must contain any votes taken at a strata council meeting or general meeting. The CRT in Claridge v The Owners, Strata Plan LMS 223, 2020 BCCRT 161 found that if a strata corporation includes minutes more detailed than the minimum provided by s. 35(1), the minutes must be reasonably accurate so that they do not mislead the owners.
D. Strata Corporation Recordkeeping
1. Retention of Records
Under s. 35, every strata corporation must prepare the following records and retain them for the periods indicated under s. 4.1 of the SPR:
- Minutes of general meetings and strata council meetings (six years);
- A list of council members with phone numbers and/or emergency contact details under s. 4.1(1) of the SPR;
- A list of strata lot owners and tenants, mortgagees who have requested notices of meetings and money owing under s. 60, and assignments of voting rights to tenants under ss. 147 and 148;
- Books of account (six years).
Under s. 35, a strata corporation must retain copies of the following, for the periods indicated, under s. 35 of the SPA and s. 4.1 of the SPR:
- The strata plan and amendments (permanently);
- The SPA and SPR (current copies);
- The strata corporation’s bylaws and rules (current copies);
- Common property resolutions under ss. 71, 74, and 75 of the SPA (permanently);
- Waivers of general meeting notices and consents resolutions under ss. 41, 44, and 45 (six years);
- Contracts including insurance policies (six years after termination);
- Decisions of judges, arbitrators, and the CRT in matters to which the strata corporation is a party, and legal opinions obtained by the strata corporation (permanently);
- Budgets and financial statements (six years);
- Income tax returns (six years);
- Correspondence (two years);
- Bank statements and supporting documents (six years);
- Form B information certificates (six years);
- Building permit plans obtained from the owner developer under s. 20 (permanently);
- As-built drawings obtained from the owner developer (permanently);
- Contracts, including insurance policies, entered into by the owner developer on behalf of the strata corporation (six years after termination);
- Disclosure statements filed by the owner developer (permanently);
- Information on contractors who supplied labour and materials to the project, obtained from the owner developer (permanently);
- Warranties related to common property and assets, obtained from the owner developer (until expiration of warranty or disposal of asset);
- Manuals and plans related to common property and assets, obtained from the owner developer (until disposal of the asset);
- Financial records obtained from the owner developer (six years);
- Depreciation reports under s. 94 (permanently) and any reports respecting maintenance or repair of major items (until the items are disposed of or replaced).
2. Location of Records
The SPA does not specify the location at which records must be kept, but the onerous requirements of s. 35 make some approaches (like retaining records in the possession of one or more strata council members) riskier than others.
3. Records Disclosure and Production Requirements
All s. 35 records must be available to:
- Strata lot owners;
- Tenants who have been assigned an owner’s right to inspect records under s. 147 or 148, and anyone authorized by them in writing;
- Former owners and former tenants, with respect to documents relating to their period of ownership or tenancy.
The strata corporation must comply with requests for access to records within two weeks (s. 36) or, if the request if regarding the rules or bylaws, within one week. The CRT has held in Slack v The Owners, Strata Plan EPS 4413, 2022 BCCRT 681 that document requests must be reasonable, and it was not reasonable to essentially request to review all records that the strata corporation was required to keep under s. 35.
A strata corporation has no obligation to retain, create, or disclose any documents not listed in section 35 of the SPA.
4. Keeping and Producing “Controversial” Records
Strata corporation records may be considered controversial for several reasons, although these reasons generally do not affect the strata corporation’s disclosure requirements:
- They may contain information related to litigation that is privileged under s. 169 of the SPA;
- They may contain information, such as legal advice, obtained by the strata council in contemplation of litigation;
- They may contain documents that include potentially defamatory statements;
- They may contain strata lot owners’ submissions and other information related to bylaw contraventions or fines;
- They may contain “personal information” under the Personal Information Protection Act, S.B.C. 2003, c. 63.
With respect to information related to litigation that has not yet commenced (such as legal opinions), The Owners, Strata Plan VR 1120 v Mitchinson, 2022 BCSC 2054 held that this kind of information protected by common law solicitor-client privilege cannot be disclosed to the owner adverse to the strata corporation in the dispute.
5. Consequences of Refusal to Produce Records
If a strata corporation refuses to give access to information to a person entitled to is under s. 36, the person is entitled to seek a court order under s. 165 compelling the strata corporation to comply, and likely gain an award of costs. They can also seek an order to provide documents from the CRT.
As discussed, the corporation can claim solicitor-client privilege over communications with legal counsel in appropriate circumstances, but Mason v Strata Plan BCS 4338, 2017 BCCRT 47 held that the corporation cannot redact personal information from complaint letters and other records of a strata corporation.
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