A Q&A with Rod Escayola, Gowling WLG
An experienced condominium lawyer and an elected director on the board of his condo corporation in Ottawa, Rod Escayola is well-versed in the Condominium Act, condo law, meetings and AGMs. In fact, he was an early adopter of virtual meetings not only for his corporation but also for the law firm where he is a partner, Gowling WLG. We asked Rod to give us his thoughts on the value of virtual meetings one year on, and to discuss the benefits of continuing on the virtual meeting path once the pandemic is over.
Overview
Q: Rod, you are both legal counsel and a meeting chair. Have virtual meetings offered any advantages to you?
A: There are many advantages to holding virtual meetings. I have found virtual meetings to be as good a forum as in-person meetings. Better, if done properly – in a transparent and inclusive manner. Owners need to feel included in the ‘process’. Meetings must be a ‘two-way street’ with no one feeling left out.
A virtual meeting is more conducive to a business meeting, which is what an AGM or an owners’ meeting really is about. There are far fewer interruptions during virtual meetings or less attempts to derail the meeting’s agenda. The comments I have heard are that virtual meetings are more efficient and easier to follow for owners.
Q: Do you think AGMs have benefited from the ability to share materials on screen?
A: This is a distinct benefit. The chair can show documents onscreen while owners follow along. It is also much easier to catch up in the event you lose track. Having documents on screen makes answering questions a lot easier. Everyone can “be on the same page” so to speak.
The Virtual AGM and Owners’ Meetings
Q: The province has supported virtual meetings and electronic voting for condominium corporations while in-person meetings are on hold, and has extended the deadline to December 31 for this transitional period. What should a condo corporation look for when choosing a virtual meeting and eVoting platform
A: This is an excellent question. The virtual meeting platform needs to afford reliability along with all of the other “checks and balances”. A virtual meeting platform must allow for real time meaningful participation. It must provide transparency. Owners must be able to see how many hands are being raised and they must feel reassured that those wishing to speak or ask questions are able to do so. There are tons of ways to be transparent and, most importantly, to show that you are transparent.
A virtual meeting cannot just be a broadcast that people watch. It’s a participative exercise.
eVoting is both reliable and useful. You can cast your vote anytime in advance of the meeting, and over a longer period, for example, two weeks. With the ability to vote ahead comes another advantage – you can make changes, if necessary, to the vote you cast.
eVoting is here to stay. Get comfortable with it and get the right service provider. It is insufficient, in my view, to have people vote by show of hand or by email.
I feel the following are the most valuable features to look for with respect to eVoting: i) Reliability. The corporation should feel confident that votes will be received from those owners entitled to vote; ii) Ability to verify documentation. It is important to have the ability to trace back to the source and to respond to a records request if required; and iii) Confidentiality. Owners should not know how another owner has voted.
Q: What about clients continuing with in-person meetings but using electronic voting and telephone voting?
A: You’re talking about hybrid meetings. This is a great option and I suspect this is how most meetings will be held in the future, with some owners attending in person but with all owners voting electronically. Voting electronically (even when in-person meetings return) is a great solution for those owners or directors with limited mobility, those looking after a parent or a child or those who are travelling.
Q: What do you think about telephone voting?
A: Telephone voting is a ‘roll back’ to a comfortable technology that everyone is familiar with. It has a certain comfort level, and is easy to use. It also addresses the most common concern we hear about those owners without email or without internet. Telephone voting was the missing piece! No one is left behind.
Are Proxies a Thing of the Paper Past?
Q: What is your opinion on proxies? Are proxies required for a virtual meeting
A: My opinion on paper proxies is that they are a disaster! The government’s mandatory forms are not flexible nor user-friendly, simply because they are hard to complete. An eProxy fixes some of these challenges in the sense that they are easier to complete.
Some people seem to be fixated on paper proxies because it gives them some comfort, of holding onto something that’s tangible. Unfortunately, a paper proxy often allows others to control the vote, the outcomes and even the agenda of corporation meetings. Also, paper proxies don’t work well in the virtual world. They complicate things.
My feeling is that the paper proxy is on its way out.
I also wish proxies were limited to obtaining quorum or to locking in a vote – with the owner actually voting. I don’t agree with the concept of giving your vote to someone else. It makes no sense. One person, one vote.
Q: What is the difference between advance voting and eProxy voting?
A: Both of these voting options can be done by owners using their laptop or desktop computer – or by phone with some providers. As I mentioned, advance voting allows an owner to cast their own vote before the AGM or meeting and change their vote if required. While eProxies are easy to complete, I don’t see them as adding anything to electronic voting. They are kind of the old way of doing things. EVoting is easier.
The Future of Virtual Meetings
Q: A common concern in virtual environments is ensuring all demographics, specifically, individuals who may not be tech-savvy can participate. In your experience, have those groups been isolated or experienced challenges participating in virtual meetings and electronic ballots?
A: As with most new things, and virtual meetings is still a new technology, there are “old school” owners who, sadly, do not have email or internet. These owners often require help from someone to make it easy for them to participate in their condo’s virtual AGM. Telephone voting is an appropriate solution for many of these owners. Additionally, I feel that sometimes ‘old school’ owners might also benefit from a little ‘tough love’. Let’s help those who truly don’t have the means to embrace the technology but let’s nudge those who have it, but are just resisting change out of habit or comfort. The future is pretty amazing. Hop along!
Q: Do you think your clients will continue with virtual meetings after the pandemic?
A: It is my hope that most will continue with virtual meetings or, at the very least, hybrid meetings going forward. There are tons of benefits to virtual meetings, including that they are less costly in most cases. They allow the professionals including lawyers and accountants, who often have 3–4 meetings scheduled in an evening, to show up. I expect some professionals to eventually charge more for in-person meetings simply due to the additional time they require. With all the virtual meeting and voting options available, no one should feel left behind.
