The agm of our Owners’ Management Company (OMC) normally takes place in June each year. During the Covid-19 pandemic, the meeting moved from being in a local hotel to being online, via Zoom. Now, with pandemic restrictions being eased, we are wondering if we are required to move back to an “in-person” meeting. Also, are there any matters we need to take into account in this regard?
Finbar McDonnell writes: This is an issue which is currently being discussed by many boards and members of OMCs around the country.
The legal situation is that the ability to have online or electronic agms was brought in as an emergency measure during the pandemic and was extended several times. In December 2021, the measure was extended to end-April 2022. As such, the first requirement for a virtual agm is that the Department of Enterprise, Trade and Employment extends again the period in which they can be used (and perhaps underpins them permanently on a statutory basis).
My own view is that the department should allow this option if that is what an individual OMC wishes to do. Many agms of residential developments have small attendances and there can be a saving of hundreds of euro on the rental of a meeting room. Another advantage is the greater ability of property owners who don’t live in the development (or close by) to attend. My own experience has seen attendance online in the past two years by owners who had never attended a meeting before, from all parts of Ireland and overseas. (Regular attendees on holidays are also facilitated.) A further advantage is that the time that generally suits owners for meetings is early evening. This coincides with rush-hour traffic meaning that in-person meetings tend to increase both the stress levels of attendees as well as carbon emissions.
My own view is that virtual agms have been a success and should be an option for the future. While it took time for people (including managing agents) to get used to the technology, most people are now at ease with it.
Social interaction
There are some arguments in favour of in-person meetings. One is that they can facilitate social interaction between neighbours. However, such interaction is perhaps best organised via a social event rather than the agm, which has a formal business agenda. Another point made is that the agm is an important forum for members to make points to the OMC board. This is important and no OMC board should use the electronic format as a means to shut down discussion (and, if organised properly, there is no reason why this should happen).
A further point made is that, for larger developments, especially when complex matters are up for discussion (eg introduction of a levy for an investment project), this may suit an in-person meeting. Such cases are still being teased out. It is certainly the case that complex meetings, eg with multiple presentations from different experts, require careful preparation to work online.
One query which has arisen is whether the requirement under section 17 of the Multi-Unit Developments (MUD) Act that an OMC agm take place “within reasonable proximity to the MUD” means that it has to take place in person. My own reading of this section of the Act is that it seeks to ensure that meetings are accessible to members and does not prevent agms being held electronically, if this is what the members of the company want.
Electronic meetings
A further query is around having a “hybrid” meeting, where some members attend in person and others virtually. While this is an option, my own experience has been that it can be somewhat cumbersome as, without roving microphones or cameras, those online may not be able to see or hear those in the meeting room, so the chair has to repeat points for those not present in person. However, this option may be useful in some circumstances.
In terms of ensuring the good management of electronic meetings, the OMC may wish to look at its constitution (memo and articles) to ensure that this is consistent with online meetings. For example, there may be a reference to a quorum being required “in person” that might need to be amended.
Another not-directly related issue may be whether agm notifications and supporting materials can be sent by email rather than post and this too may require an amendment to the OMC constitution, with options for members who wish to continue to receive hard copy documentation. A further issue may be whether an online meeting is recorded and, if so, what consents are required from attendees, for how long the recording will be stored etc. In my own experience, there has not been a need to record meetings and meeting minutes are based on notes taken, as was always the case.
Overall, I see online meetings as a positive takeaway from the pandemic experience and one that will be of benefit to many OMCs.
Finbar McDonnell is a chartered property manager and a member of the Society of Chartered Surveyors Ireland, scsi.ie
