Spadina Condominium Corporation held its Annual General Meeting on October 8, 2014. Unfortunately, the meeting was conducted just as many AGM’s have in recent years with little or no respect for meeting Rules of Order. An audio recording has fortunately been kept of the proceedings at previous General Meetings and have provided very revealing information and confirmation of the ongoing misconduct including false and misleading information provided by the Board at these meetings. As is the practice at most Corporate AGM`s, an audio recording is made available to those who could not attend the meeting and most importantly, to ensure transparency and accuracy in preparation of minutes and other reports on the meeting. The Board chose to pick and choose which motions they would allow to proceed through the required process. Board members ensured that all motions made by residents were defeated. These included motions which attempted to correct much of the current financial mismanagement of the Corporation. As a result, unit owners came away from the meeting rather confused and left less informed than when they came. A great deal of misinformation was provided by the Board and exposed many contradictory statements made by Board members.

APPROVAL OF MINUTES  The Board refused to correct errors and omissions in the minutes from the 2013 AGM.  The errors were clearly confirmed as such from an audio recording of the 2013 meeting. Of 22 owners present for a hand vote at the 2013 meeting, 13 voted in favor of a motion to approve the purchase of a sign for the building. The Board rejected the results and declared the motion to be defeated. At the 2014 AGM, Board member statements included “it was defeated” and “this was only for information purposes”. Falsification of records?

MEETING TRANSPARENCY AND ACCURACY Regarding audio recording of the meeting, the Board rejected the facts presented to the meeting that Corporations very commonly use audio recording of their General Meetings. A couple of Board members stated that given their vast experience as Board members of Corporations, “they have never heard of such a thing!” and asked “which ones!” referring to Corporations. Obviously, these Board members are not knowledgeable or experienced regarding such Corporate  AGM practises.

Peter Dielschneider then jumped in with the same comments. It may be of interest to note, that at a prior Annual General Meeting, Mr. Dielschneider, on the record, adamantly demanded the necessity of an Audit of the Corporation. He further, went on to make a further, most adamant statement, that “good fences make for good neighbors” and that an “independent property manager should be contracted”.  A review of the record from this meeting will clearly support these statements.

CHAIRMANS REMARKS included the following statements: Statement from the Board –“If you have a list of work, bring your cheque book”! (The Board is thus suggesting rejection of any reminder to them of priority projects by demanding money before considering any attention to these projects.) –“Getting work done is only a matter of funding!” (The Boards position is that they determine the expenditures from the Reserve Fund without the required unit owner approval and THEN DEMAND YOUR MONEY.) – “Is the elevator expenditure essential at this time? NO was his response to his own question. (Then why not consider addressing priorities that are in fact essential and require immediate action now before their ongoing neglect results ultimately in a much greater cost to unit owners). – Statement from the Board– “The Reserve Fund Study is of little advantage to us!” “It has no fixed function and is unnecessary”. (The Reserve Fund Study provides a Board of Directors with guidance in order to ensure that responsible management of repair and maintenance is conducted.

As has happened with the parkade surface, the Board has neglected the recommendations of the Reserve Fund Study to conduct appropriate repair and maintenance.) The Board should rather be appreciative of input from unit owners as to what projects in the building have been neglected and require attention. As for the Reserve Fund Study, had the Board followed the recommendations of proper and regular maintenance, the building would not be in this rather grave position where these deferred projects have piled up and yet the Board rejects the many priorities and attention to this neglect. With recent projects such as the heating system costing hundreds of thousands more than necessary, a dramatic improvement in financial management of the building is urgently required.

• FINANCIAL REPORT
• The Audit-The Board stated:`The accountant says we will get the same information”. `We proceeded with a review only at the last AGM”. (Both statements are false and misleading). The meeting heard comments, questions and concerns from residents regarding insufficient financial reporting to residents, the need for much greater transparency, and disclosure of information. For the entire past fiscal year, the financial reports did not include a balance sheet or Reserve Fund Statement. This is total inadequate in the view of residents. The Board responded to these issues by simply stating that “sufficient information had been provided”.
• The Reserve Fund Budget was in fact not a budget at all. It was not even an accurate representation of priority projects which do belong in a proposed Reserve Fund Budget. The Board simply stated that this was “for information purposes only”! Board members further stated that no vote was required on these projects as the Board had the authority to approve any such projects on its own. This is of course a very false and misleading statement and clearly demonstrates a lack of responsible financial management of the Corporation.The Board made further comments including: “these expenditures will be made with the approval of the Board.” “There will be no voting by unit owners”. When a resident asked why there was no Reserve Fund Budget presented at the 2013 AGM either, the response was “it was an oversight”. The truth is and as stated in the audio recording of that meeting, the treasurer advised the meeting that “there would be no Reserve Fund Budget” because there would be no Reserve Fund Expenditures”! However during the 2013-2014 fiscal year and without a required and approved Reserve Fund Budget, the Board all on their own approved projects of well over one million dollars!The Board totally rejected numerous statements made by residents advising them of the requirements of both the Bylaws and the Condominium Property Act which reads as follows:
• BYLAW 10.5 The Board shall from time to time and at least annually prepare a budget for the common expense funds and a budget for the Reserve Funds, in accordance with Bylaw No. 3, and determine by estimate that amounts necessary for the next ensuing fiscal year or remainder of the current fiscal year, as the case may be. The board shall then submit the reserve funds budget for approval of the unit owners, pursuant to 10.4(b) above.
• BYLAW 10.4 b) The amount required for the reserve funds shall be determined by the ordinary vote of the unit owners at the annual general meeting, by taking into account anticipated repair and replacement costs and life expectancy of the things mentioned in subsection (a), or as otherwise permitted or directed by the Act.
• BYLAW 10.4 E) In no event shall unit owners approve an amount required for each of the reserve funds which is less than that required for the anticipated repair and replacement costs and life expectancy of the things mentioned in subsection (a), unless otherwise permitted or directed by the Act.
• The Board received questions, comments and concerns from residents regarding careless purchasing procedures. Exorbitant fees are being paid to favored contractors with no effort to obtain a reasonable number of quotes or inviting multiple tenders on larger projects. The Board voiced total rejection of any suggestion of using such practises. Comments from the Board included: “I’ve never heard of that”, “board is competent enough”, “not workable”, all most irresponsible statements. The Board declares proposed expenditures of 1-2 million dollars without the approval of unit owners and then makes every effort to avoid an Audit with a total additional cost of $2500 to $3500! All residents should be seriously concerned about this.
• BUILDING REPORT Tom McClocklin Sr. advised the meeting that the commercial owner is replacing the front door from the common area into unit #1 and at the expense of the building. Boundaries of Units SECTION 8(1) Subject to subsection (2), unless otherwise stipulated in the condominium plan: (a) doors and windows are part of a unit. Mr. McClocklin responded; “that’s not how it’s been in the past” and then went on to say “it hasn’t been brought up with the Board”. Maurice Duval then stated, “let the Board deal with this”. So apparently, this door has been replaced with the assumption that the building would be paying for it. Yet, it has been stated “it hasn’t been brought up with the Board”. The only reason it needs to be brought up with the Board is to seek approval by the building for this modification, not the responsibility for cost. There is no question as to responsibility for cost, it is a commercial expense. It is important to note that had this issue not been brought up at the AGM, the building would have paid for this door. It would only be an audit that would have picked up on this. The savings to residents as a result of exposing this, more than pays for their share of the Audit.
• INSURANCE A motion was presented to seek competitive bidding on the building’s insurance policy. Again, the Board and in particular, the commercial owner, totally rejected any consideration of the matter. His comments included: “it’s just a matter of picking the right guy”.The Board rejected any consideration of the Bylaw requirement for the unit owners to discuss the deductible and available options.Many residents are probably unaware of a major incident that resulted in this extremely high premium we are currently paying.
• In 2009, a new cooling tower was installed outside of the building above the fourth floor. In the Board minutes of January 15, 2010, the following is recorded: December 23, 2009: Water started to leak out of the system. December 27, 2009, A large amount of water came out of the cooling tower, it was shut down and bypassed completely. Cracks were visible in the cooling tower. Black and McDonald and Vortec were consulted, as were BI&I, the boiler insurers.
• Unfortunately, unit owners will continue to pay for this negligence. The caretaker had already left earlier in the day on December 23^rd and later reported that when he left, the cooling tower was working just fine.
• So, given the circumstances, the property manager was negligent in not addressing a very dangerous situation in a manner which obviously required immediate attention when the leak was discovered on December 23^rd. Further, for the property manager to leave this serious incident unaddressed for FIVE DAYS is well beyond reason and certainly confirms negligence. The ultimate cost of this disaster (over $100,000) should have been born by Colliers McClocklin Property Management and their insurers, not the Spadina Condominium Corporation. In the year following this incident, there were a number of other water damage claims made by the Corporation strictly due to a lack of maintenance. This involved failed water shut off valves in a number of units that had not been maintained. Unfortunately, unit owners will continue to pay for this negligence of the property management company.
• PROPERTY MANAGER
• A representative of Colliers McClocklin Property Management, provided many inappropriate statements to the AGM. Residents were somewhat bewildered with some of these statements including those related to, in his words “Dedactments”. Few, if any residents understood this (incorrect) terminology and the point of his message. The AGM is not intended to be a venue for a property manager voicing his support for his employer, the commercial owner.
• The Board’s permission to hear Mr. Kowbel’s commentary on matters where his knowledge and experience is somewhat subject to question, is of concern, particularly when allowance for time to speak by residents is so restricted.
• Mr. Kowbel, was most inappropriately permitted to advise the meeting, that all expenditures listed in the provided Reserve Fund Budget, require only the approval of the Board. The property manager has, in contradiction of the legal requirements of the Bylaws and Condominium Act in this regard, been allowed by the Board to make these false and misleading statements to residents.
• Such conduct, on the part of the property management company, can no longer be accepted by residents. Obviously, the ongoing requests and demands for independent property management is are simply one measure required to ensure seek democratic governance of the Corporation.
•  IT IS CLEARLY TIME TO FINALLY REVIEW THE PROPERTY MANAGEMENT CONTRACT, AND APPOINT A NEW TOTALLY INDEPENDENT PROPERTY MANAGMENT COMPANY AS PER THE PROVISIONS OF THE CONDOMINIUM PROPERTY ACT.
• WORTHY NOTES OF THE MEETING
• For the past few years, the conduct of the Board at Annual General Meetings has been truly reprehensible to say the very least, and certainly an embarrassment to residents. Rules of Order, are not respected and meetings are conducted as those in a dictatorship. The arrogance and narcissism by certain Board members continues to be blatantly displayed. The Bylaws and the Condominium Property Act are not respected and are rejected when cited by attending residents. The Board continues to reject unfinished business at each AGM and often refuses to acknowledge past resolutions. We are supposedly provided with guidance from our Bylaws and the Condo Act, yet even Judges on our Board have clearly demonstrated their total lack of respect and understanding of these laws. False information has even been provided to the Courts by the Board. It is very troubling to observe this ever ongoing conduct of the Board.
• Obvious conflict of interest is condoned along with total rejection by the Board for Audited Financial Reports and refusal to provide relevant financial information upon the request of residents. As residents attending the 2014 AGM now know more than ever, they have been misled on many issues where concealment of far too much information is taking place. Among many examples, a resident inquired with Board member at the meeting as to the cost of a video contract with a Board member. The response of the Board member was abhorrent and despicable. and refused to provide any information or respect to the inquirer. There is no place for such conduct by those supposedly representing the interests of fellow residents. It is of grave concern that information on all contracts, continues to be totally concealed by the Board.
• A most despicable accusation was made at the meeting by Tom McClocklin Jr., openly broadcasting to the meeting that one named resident refused payment of outstanding arrears for unpaid interest and other charges for services. Again, this is yet another blatant false and defamatory statement made by a Board member. Mr. McClocklin, will of course have to answer to this defamatory conduct in due course. RESIDENTS MUST BE ADVISED THAT THESE ARE TOTALLY FALSE ACCUSATIONS AND A REQUEST FOR EVIDENCE OF THESE ARREARS HAS BEEN REFUSED BY THE BOARD AND MANAGEMENT.
• Even though the chairman was provided several days prior to the meeting via email with the request of a unit owner to ensure that his motions be placed on the Agenda, the Chairman advised the meeting that he had not received this request. The Chairman accepted a motion for adjournment of the meeting without recognizing these motions. These motions were as follows:

MOTION (1) The vote required by unit owners at the Annual General Meeting to approve the Reserve Fund Budget shall be postponed indefinitely until such time as unit owners have been sufficiently informed and provided with all relevant information including recognition of all priority projects.

MOTION (2) All Directors of the Corporation shall sign a DIRECTORS CODE OF ETHICS in the format provided by CCI, the Canadian Condominium Institute and acknowledge completion of this document at the next meeting of the Board of Directors.

MOTION (3) The Board shall direct the caretaker to conduct inspection along with any required repair or maintenance within all units, of all mechanical and plumbing components for which the Corporation is responsible. This includes, perimeter heating lines, connections, zone valves, thermostats, water shut off valves, Enercon heat pump units, filter replacements, and inspection of ducting and other related components. This work shall be completed no later than October 31^st, 2014.

MOTION (4) The Corporation shall prepare and pass a Bylaw for the establishment of individual Sectors representing the respective interests of Commercial and Residential unit owners of the Corporation subject to section 47 and 47.1 of the Condominium Property Act. The Bylaw will provide for the management, control, administration use and enjoyment of the units, common property and common facilities in the Sector.

SUMMARY

It is very important to note, that as confirmed in the record of the 2013 AGM, and now in the record of the 2014 AGM, this Board has now openly stated, that it is the Board and the Board only, that will decide where your money will be spent and how much money you will contribute upon their demand. No more need for a Reserve Fund Budget and its required approval by unit owners. This dramatic display of ignorance, arrogance and disrespect for residents at the AGM, has now reached a very dangerous level and should certainly not be accepted by residents. The deafening silence of many residents at this point will most unfortunately result in very damaging consequences to all residents.

• It is very obvious, that the only way that residents will be able to achieve democratic representation in the building is with the adoption of the provisions of the available Sector structure of governance,  available as per the Condominium Property Act. It will only be then, that they will be permitted to oversee their own governance of the residential sector and determine their own REAL REPRESENTATION on the  Board of Directors.
•  Residents must make a sincere effort to understand that, for a number of years, ONE SINGLE COMMERCIAL OWNER AND ONE SINGLE RESIDENTIAL UNIT OWNER, have been capable of dictating the operations of the building with their combined unit factors exceeding 50% of all unit factors, and in turn, EFFECTIVE CONTROL OF THE CORPORATION. IN ADDITION, THESE TWO UNIT OWNERS ARE ABLE TO DETERMINE WHO IS ELECTED TO THE BOARD AND WHO IS NOT.
•  It is clear that the Board has strongly rejected any consideration or even discussion of the Sector structure. With the grave concern of conflict of interest issues, all Board members have been requested on numerous occasions to sign a DIRECTORS CODE OF ETHICS disclosure statement. These two unit owners adamantly refuse to sign this disclosure statement. As a result, all business of the Corporation requiring a majority vote, continues to be subject to this most undemocratic influence.
• Given the above, residents should now understand why the only way their vote can mean anything, is if the SECTOR STRUCTURE of governance,  is adopted by the Corporation which would enable independent property management and full democracy via elected representation of both the commercial and residential sectors on the Board. Until this is adopted, the future of the building will continue to dominated by as few as TWO UNIT OWNERS. THIS MUST COME TO AN END AS SOON AS POSSIBLE.
• Until residents realize the facts of this matter AND SPEAK UP, they will continue to be subject to this constant and most damaging oppression on the part of the Board of Directors.
• All Board members are challenged to refute any and all of the factual information included in this review report of the AGM. It is all very obviously, clearly irrefutable.