Governance

October 19, 2017 Published by Toronto and Area Chapter - By Jason Rivait, Joy Mathews

The Annual General Meeting HECKLER!

From the Fall 2017 issue of the CCI Toronto Condovoice Magazine.

You've gotta know when to hold'em, know when to shut 'em down. Most of you know who we are talking about. You have encountered this person at least once in your career. Perhaps you encounter them on a yearly basis or know them by name. The AGM (Annual General Meeting) heckler is real and he/she does not discriminate based on the age or location of the building.

The AGM heckler wields a litany of questions at the AGM on any topic. "Why did the board spend so much here, when we needed money there?" When approving last year's minutes, this person comes prepared with a list of amendments which have no material impact on the minutes. When asking for a motion to close nominations, the AGM heckler intervenes and wishes to talk procedural fairness and the recent MPP elections. We could go on (much like the AGM Heckler).

Preliminary Ground Rules for All

While this article is light in tone, the issue highlighted herein is prevalent in the condo industry. Prior to outlining tips and tricks to control the AGM heckler and run a smooth and productive meeting of owners, we should note one very important point. The AGM is a meeting of owners. The purpose of the meeting, amongst others, is to discuss the business of the condominium corporation. In this regard, the chairperson should not quell negative commentary for the mere fact that the board views such commentary unfavourably.

If an owner has an issue with the building or how the board is governing, these comments should be presented so long as the discussion is respectful. Unfortunately, many chairpersons believe their primary purpose is to control conversation, quell negative commentary and exert power over the meeting. It is the authors' view that this conduct merely denigrates the spirit of a community and has a lasting and lingering effect. While exercising the power of the chairperson, please be mindful that the chairperson's purpose is to ensure that the owners adhere to the agenda and respect each other and the rules of the meeting.

Pro-active Practical Tips

The manager and the board will likely have some idea as to who will be the AGM heckler shortly after the Notice of Meeting package is delivered (since that person will make it their mission to advise the board of any errors or omissions with the mailout). If the chairperson is advised of the AGM heckler's main concerns, then he/she will be able to prepare responses to address these concerns at the AGM. Being prepared as a chairperson will neutralize the AGM heckler's disruptive power during the meeting and control order.

At the AGM, if the AGM heckler states that he/she has submitted a list of questions or concerns to the board and the chairperson is unfamiliar with such a list, then it appears as though the chairperson, board and management are unprepared. If the manager or legal counsel are chairing the meeting, make sure to provide them with any questions or concerns that have been raised by the AGM heckler prior to the AGM.

Sense of Meeting

The conduct of an AGM is ultimately in the hands of the chairperson. That said, if the chairperson wields their authority too soon or in a manner that appears to suppress conversation, the owners will likely turn. If heckling arises, it will be for the chairperson to decide to what extent to allow it to continue and whether to intervene.

While the AGM heckler undoubtedly gives us all a story to tell later and forms an integral part of free speech, the chairperson must know when the line is crossed. In this regard, the chairperson should attempt to ascertain the sense of the meeting. Are owners starting to shake their heads in disapproval? Are you noticing many eye rolls? If so, it would appear that the majority of the meeting is turning against the AGM heckler. There is power in numbers, so these subtle cues matter. If you give them enough rope (but not too much), the AGM heckler will likely lose the support of the majority of owners and will support the chairperson's intervention.

Demeanour of Chairperson

The chairperson has the difficult challenge of combining fairness with tact. An element of humour will often go a long way in dealing with disruptive owners, particularly if the AGM heckler is intending to incite. While it may be challenging as the temperature of the meeting rises, keeping a deliberate and calm tone is also of utmost importance. All eyes are on the chairperson, so it is important to remember that demeanour matters.

Disciplinary Steps

If the aforementioned tips are not resulting in the desired calming effect, then the chairperson will be required to take disciplinary steps to maintain control and order of the meeting. A chairperson can call an owner who persists in speaking on irrelevant matters or speaks improperly to order and ask the person to be seated. If the AGM heckler's conduct is seriously interfering with the business of the meeting, the chairperson should issue a warning of possible consequences. For example, the AGM heckler may be asked to leave the meeting and if he/ she refuses, then the chairperson should secure the support of the majority of the meeting, if practical in the circumstances. The removal should be done in a peaceful and non-forceful manner. If the AGM heckler refuses to leave and the meeting has reached a point of no return, perhaps a five minute recess is in order to attempt to regain control and order.

If all else fails and as an absolute last resort, the chairperson has the ultimate discretion to terminate or adjourn the meeting without entertaining a motion for that purpose.