BILL NO. 64

(a) a plan of survey of the property, prepared by a surveyor in accordance with the regulations;

(b) proposed by-laws, of the corporation that would be created if the declaration and description are accepted for registration,

(3A) Where a declaration divides the units into classes pursuant to subsection (3),

(a) the declaration may contain more than one provision pursuant to any one or more of clauses (a) to (e) of subsection (1) and (a) to (q) of subsection (2) and limit the application of each of the provisions to one or more of the classes;

(b) the corporation may make more than one set of by-laws and limit the application of each set of by-laws to one or more of the classes.

(3B) The declaration may be amended only with the consent of the owners of at least eighty per cent of the common elements.

(3C) Notwithstanding subsection (3B), the Registrar may amend the declaration without the consent referred to in that subsection in order to correct a grammatical, clerical, typographical or printing error or an error in mathematics.

(3D) Where an amendment is made pursuant to subsection (3C), it is deemed to have been accepted for registration, the Registrar shall deal with the amendment as provided in Section 7 and subsection (4) does not apply to the amendment.

(a) provide the Registrar with proof, satisfactory to the Registrar, as to which persons are the owners of eighty per cent of the common elements; and

(b) submit for registration a copy of the amendment, executed by those persons, in a form acceptable to the Registrar.

(4A) Until a copy of the amendment is registered, the amendment is ineffective.

(4) Notwithstanding subsection (3), the Registrar may amend a description that is registered without the consent referred to in that subsection in order to correct a grammatical, clerical, typographical or printing error or an error in mathematics and shall deal with the amendment as provided in Section 7.

(2) Subsection (1) does not apply in respect of a condominium accepted for registration before this Section comes into force.

12C The Registrar may require from any person such information that is necessary for the administration of the Act respecting any document that is required to be filed or registered under this Act.

(a) acquire by purchase, gift, devise, bequest or any other means, real or personal property and sell, mortgage, convey or otherwise deal with the property;

(b) borrow money;

(c) mortgage, hypothecate or pledge any of its property or rights, including any future right to be paid money as a result of a levy made pursuant to this Act, in order to secure repayment of money borrowed by it or the payment or performance of any of its obligations;

(d) grant easements affecting the common elements;

(e) grant leases of the common elements;

(f) make capital expenditures;

(g) subject to the regulations, consolidate into one unit two or more adjacent units that are included in the property that is managed by the corporation;

(h) levy special assessments for extraordinary common element expenses.

(4) An easement or lease granted pursuant to clause (d) or (e) of subsection (3) has the same effect as if it were granted by all the owners of the common elements to which the grant of easement or lease relates.

(5) Where units are consolidated pursuant to clause (g) of subsection (3),

(a) the proportions of the common interests with respect to the consolidated unit is equal to the proportions of the common interest with respect to all the units that were consolidated;

(b) the proportion in which the owner of the consolidated unit is to contribute to the common expenses is equal to the proportion in which all the owners of the units that were consolidated were to contribute to the common expenses; and

(c) the proportion in which the owner of the consolidated unit is to have voting rights in the corporation is equal to the proportion in which all the owners of the units that were consolidated had voting rights in the corporation,

and the consolidation takes effect when the certificate of consolidation, as prescribed by the regulations, is filed with and accepted by the Registrar.

(2) No business shall be transacted at a meeting of the members of the corporation unless a quorum is present at the commencement of business.

(a) the declarant shall appoint that proportion of the total number of directors that the number of units still owned by the declarant bears to the total number of units in the property, except that where the number so arrived at is not a whole number, the declarant shall appoint that number of directors that is equal to the lower of the nearest two whole numbers;

(b) the members of the corporation, other than the declarant, shall elect the remaining directors.

(1B) Notwithstanding subsection (1A), that subsection does not apply where

(a) at a meeting of the members of the corporation at which a board of directors is chosen, a resolution is passed by the affirmative vote of at least sixty-six and two-thirds per cent of the members present in person or by proxy, that the entire board be elected by the members of the corporation; or

(b) the number arrived at by multiplying the total number of directors by the percentage of the units that the declarant has not ceased to own is less than one half.

(a) has not attained the age of majority; or

(b) is not an owner.

(2) Where the declarant is entitled to appoint a person as a director, clause (b) of subsection (1) does not apply with respect to that appointment.

15B (1) A person may be removed from the office of director by a majority of the votes cast in favour of the removal at a meeting of the members at which the voting is on the basis of one vote per member.

(2) Where a vote is being taken pursuant to subsection (1), the declarant as a member has one vote.

15C No act of a person is invalid by reason only of a defect in the election or appointment of that person as a director or officer or the lack of any qualification for that office.

15D (1) Every director and officer of the corporation shall, in exercising the powers and discharging the duties of office,

(a) act honestly and in good faith; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2) A director is not liable under subsection (1) if the director relies in good faith upon

(a) financial statements of the corporation that the auditor, in a written report, an officer of the corporation or a manager under an agreement for the management of the property represents to the director as presenting fairly the financial position of the corporation in accordance with generally accepted accounting principles; or

(b) the report or opinion of a person whose profession lends credibility to the report or opinion.

15E The by-laws of the corporation may provide that every director and officer of the corporation and that person's heirs, executors, administrators and other legal personal representatives may from time to time be indemnified and saved harmless by the corporation from and against

(a) any liability and all costs, charges and expenses that the director or officer sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against that person for or in respect of anything done or permitted by that person in respect of the execution of the duties of office; and

(b) all other costs, charges and expenses that person sustains or incurs in respect of the affairs of the corporation.

15F (1) A director of the corporation who has, directly or indirectly, an interest in a contract or transaction to which the corporation is a party or a proposed contract or transaction to which the corporation will be a party, shall disclose in writing to the corporation the nature and extent of the interest.

(2) A disclosure of an interest in a contract or transaction or a proposed contract or transaction is sufficient if it is a general notice disclosing that the director

(a) is also a director or officer of a party to a contract or transaction or a proposed contract or transaction with the corporation; or

(b) has a material interest in a party to a contract or transaction or a proposed contract or transaction with the corporation.

(3) Subsection (1) does not apply to a contract or transaction unless both it and the director's interest are material.

(4) Notwithstanding subsection (2), if the contract or transaction or proposed contract or transaction to which subsection (1) applies involves the purchase or sale of real or personal property by or to the corporation, the director shall disclose

(a) the cost of the property to the purchaser; and

(b) if acquired by the seller within five years before the date of the contract or transaction or the proposed contract or transaction, the cost of the property to the seller, to the extent to which the interest or information is within the director's knowledge or control.

(5) The disclosure required by this Section shall be made

(a) at the meeting of the directors at which the contract or transaction or the proposed contract or transaction is first considered;

(b) where the director is not, at the date of the meeting, interested in the contract or transaction or the proposed contract or transaction, at the next meeting of the directors held after the director became interested;

(c) where the director becomes interested in the contract or transaction after it is entered into, at the first meeting of the directors held after the director becomes so interested; or

(d) where the contract or transaction or the proposed contract or transaction is one that, in the ordinary course of the business of the corporation, would not require approval by the directors or owners, at the first meeting of the directors held after the director becomes aware of the contract or transaction or the proposed contract or transaction.

(6) The board shall enter the disclosure made by a director pursuant to this Section in the minutes of the meeting of the board at which the disclosure was made.

(7) The director shall not vote or be counted in the quorum on a vote with respect to a contract or transaction or a proposed contract or transaction to which subsection (1) applies unless the interest of the director in it

(a) is or would be limited solely to liability insurance against liability incurred as a result of acting as a director or officer of the corporation or remuneration as a director, officer or employee of the corporation; or

(b) arises or would arise solely because the director is a director, officer or employee of the corporation, if the director has been appointed to the first board by the declarant.

(8) A director who complies with this Section and who is acting honestly and in good faith at the time the contract or transaction is entered into is not accountable to the corporation or the owners for any profit or gain realized from the contract or transaction by reason only of holding the office of director and the contract or transaction is not voidable by reason only of the interest of the director in it if

(a) the contract or transaction is confirmed or approved by at least two thirds of the votes cast at a meeting of the owners duly called for that purpose; and

(b) the nature and extent of the interest of the director in the contract or transaction are declared and disclosed in reasonable detail in the notice calling the meeting.

(1B) The corporation shall keep all financial records for at least six years from the end of the last fiscal period to which they relate, in addition to satisfying the requirements of any taxing authority of the Province, Canada or any other jurisdiction to which the corporation is subject.

(1C) Upon receiving a written request and reasonable notice, the corporation shall permit any owner or an agent of an owner, duly authorized in writing, to examine the records of the corporation at any reasonable time.

(1D) The corporation shall, within a reasonable time, provide a copy of any record to a person examining the records, if the person so requests and pays a reasonable fee to compensate the corporation for the labour and copying charges.

(2B) The Governor in Council may prescribe standard by-laws pursuant to subsection (2A) for different classes of corporations and prescribe different standard by-laws for different classes of corporations.

24A The corporation shall cause annual financial statements to be prepared showing its assets and liabilities and its income and expenses and containing such other information, and being in such form, as prescribed by the regulations and shall furnish such statements to the Registrar and make such statements available to each of its members.

(a) "amalgamated corporation" means a corporation that is formed as a result of an amalgamation pursuant to Sections 29B and 29C;

(b) "amalgamating corporation" means a corporation that is amalgamated with one or more other corporations pursuant to Sections 29B and 29C.

29B (1) Subject to the regulations, two or more corporations may amalgamate by registering a declaration and description if

(a) they have complied with subsections (2) and (3) and all requirements prescribed by the regulations; and

(b) the owners of at least eighty per cent of the units of each corporation vote in favour of approving the declaration and description.

(2) The board of each amalgamating corporation shall call a meeting of the owners for the purpose of approving the declaration and description.

(3) The board shall give the owners a notice of the meeting which shall include

(a) a copy of the proposed declaration and description of the amalgamated corporation and a copy of the proposed budget for the first year of operations of the amalgamated corporation;

(b) a copy of all proposed by-laws and rules of the amalgamated corporation;

(c) a status certificate for each amalgamating corporation in a form approved by the Registrar;

(d) the report of the auditor of each of the amalgamating corporations on the last annual financial statements of that corporation, if it is not included in the status certificate; and

(e) such additional statements or information prescribed by the regulations.

(4) The declaration of an amalgamated corporation shall not be registered unless it is executed by the officers of each of the amalgamating corporations duly authorized to sign on behalf of the amalgamating corporation.

(5) Part VIA does not apply to an amalgamation carried out pursuant to this Section but does apply to an amalgamated corporation.

29C (1) On registration of a declaration and description for an amalgamated corporation,

(a) the amalgamating corporations are amalgamated and continue as one corporation;

(b) the units and common interests of the amalgamating corporations are continued as units and common interests in the amalgamated corporation;

(c) all encumbrances that affected the common elements of the amalgamating corporations are continued as encumbrances that affect the common elements of the amalgamated corporation;

(d) all declarations, descriptions, by-laws and rules of the amalgamating corporations cease to apply;

(e) the members of the amalgamating corporations are the first members of the amalgamated corporation;

(f) the directors of the amalgamating corporations are the first directors of the amalgamated corporation;

(g) all the property and rights of the amalgamating corporations are the property and rights of the amalgamated corporation and all the obligations and liabilities of the amalgamating corporations are the obligations and liabilities of the amalgamated corporation; and

(h) the amalgamated corporation replaces the amalgamating corporations as a party in any action or proceeding to which the amalgamating corporation is a party.

(2) Where the amalgamated corporation has, as one of its objects, the management of a property consisting of ten or more units, the directors shall, immediately following the registration and description for the corporation, appoint one or more auditors to hold office until the close of the meeting of owners held pursuant to subsection (3).

(3) The first directors of an amalgamated corporation hold office until the members elect their successors at a meeting which the first directors shall call and hold within sixty days following the registration of the declaration and description for the corporation and such election shall be held on the basis of one vote per member.

(4) At the meeting referred to in subsection (3) the owners shall appoint successors to the auditors mentioned in subsection (2) and Sections 25 and 26 apply to the successors.

(v) the name, address and telephone number of the condominium management company or manager,

(vi) the names and addresses of the officers of the corporation,

(vii) the current amount of common expenses, and whether they are prepaid or collected in default,

(viii) how the reserve fund is collected and, if collected as a percentage of common expenses, what that percentage is,

(ix) the balance of the reserve fund,

(x) any specific assessments that are forthcoming in the then current fiscal year,

(xi) any major capital expenditures that are planned by the corporation,

(xii) any lawsuits that have been instituted or are pending by the corporation or against the corporation,

(xiii) the debt carried by the corporation from previous expenditures,

(xiv) fire insurance, public liability and directors' liability insurance coverage and the amount or value of each policy,

(xv) the content of any proposed by-laws, proposed amendments to existing by-laws or proposed amendments to the declaration;

(xvi) the name of each person who owns ten per cent or more of the common elements; and

(1B) Where a corporation has, as one of its objects, the management of a property consisting of less than ten units and the amount of its reserve fund is less than ten per cent, or such greater percentage as is provided in its by-laws, of the total amount assessed to the owners for common expenses, the corporation shall assess and collect the owners' contributions to the reserve fund in an amount that would result in the amount of the reserve fund becoming, within five years after this subsection comes into force or, where the corporation is created on or after the coming into force of this subsection, within five years after the corporation is created, and continuing to be, at least ten per cent, or such greater percentage as is provided in the by-laws, of the total amount assessed to the owners for common expenses.

(1C) Where a corporation was created pursuant to this Act before the coming into force of this subsection and has, as one of its objects, the management of a property consisting of ten or more units, the corporation shall, within two years after the coming into force of this subsection, cause a reserve-fund study respecting the corporation to be completed in accordance with subsection (1E) and to be filed with the Registrar no later than thirty days after it is completed.

(1D) Where a declaration and description are submitted for registration after the coming into force of this subsection, and the corporation that would be created as a result of the registration of the declaration and description would have, as one of its objects, the management of a property consisting of ten or more units, the person submitting the declaration and description shall file with the Registrar a reserve-fund study respecting the corporation, completed in accordance with subsection (1E) and, notwithstanding any other provision of this Act, the Registrar shall not accept the declaration and description for registration until the reserve-fund study is filed.

(1E) A reserve-fund study respecting a corporation that is required by this Act to be filed shall be completed in the manner and form, contain such information, opinions and recommendations and be prepared by such person or a member of such class of persons as prescribed by the regulations.

(1F) Where this Section requires that a reserve fund study respecting a corporation be filed, that corporation shall, within each ten-year period after the expiry of the time limited for filing a reserve fund study, cause a reserve-fund study to be completed in accordance with subsection (1E) and to be filed with the Registrar no later than thirty days after it is completed.

(1G) Where a reserve-fund study respecting a corporation is filed in accordance with this Section and the amount of the reserve fund of the corporation is less than the minimum amount that the reserve-fund study recommends that the fund ought to be, the corporation shall assess and collect contributions from the owners in an amount that will result in the reserve-fund amount recommended by the study being achieved within such period of time as is recommended in the study and continuing to be at least the minimum amount recommended in the reserve-fund study.

(1H) All contributions collected for a reserve fund shall be paid into the reserve fund and used only for those purposes referred to in subsection (1A) and the reserve fund shall be deposited and maintained in a chartered bank in the Province or invested in securities in which trustees are permitted by law to invest trust funds.

(2) Notwithstanding the Arbitration Act, where

(a) the corporation and an owner of a unit that is part of the property managed by the corporation;

(b) the corporation and any person who has agreed with the corporation to manage the property;

(c) the corporation and any other corporation created pursuant to this Act;

(d) the corporation and the occupier of a unit that is part of the property managed by the corporation;

(e) an owner of a unit and the occupier of any other unit that is part of the same property that includes the unit of the owner; or

(f) two or more owners of units that are part of the property managed by the corporation,

are parties to a dispute on any matter to which this Act applies, other than termination of the property, but also including a dispute between a board of directors of a corporation and an owner of a unit that is part of the property managed by the corporation, as to whether or not a decision or any proposed action by the board is prejudicial to the property or the corporation, any of the parties may give to the other party or parties and to the Registrar notice that the party giving the notice intends to have the dispute arbitrated by a single arbitrator appointed by the Registrar and, when the notice is given, the parties are deemed, for the purpose of the Arbitration Act, to have entered into a written agreement to submit the differences between or among them arising from the dispute to arbitration by a single arbitrator appointed by the Registrar pursuant to this Act.

(3) Where a notice is given to the Registrar pursuant to subsection (2), the Registrar shall appoint the arbitrator from a list of persons prescribed by the regulations.

(4) Service of a notice pursuant to this Section may be made by personal service, registered mail or substituted service as prescribed by the regulations.

(5) Where a notice is mailed pursuant to subsection (4), it is deemed to be given within seven days after it is mailed, unless the contrary is proved.

(6) Notwithstanding Section 17 of the Arbitration Act, an award made pursuant to this Section may be filed with the Court and, thereupon, shall be enforced in a like manner as an order or judgment of the Court.

(7) To file an award with the Court, the arbitrator who made the award shall endorse a copy of the award certified by the arbitrator as follows:

(8) To the extent that an application pursuant to Section 16 of the Arbitration Act applies to an arbitrator appointed pursuant to this Section, subsection (2) of that Section shall be read as if it were amended by striking out "sixty" in the second line and substituting "thirty".

(2A) For greater certainty, nothing in subsection (2) invalidates any vote that was cast or any consent that was given before the coming into force of this subsection.

(2) A notice given pursuant to subsection (1) shall be given in the manner provided in the regulations.

(3) A penalty due to Her Majesty under subsection (1) shall be paid to the Minister of Finance and the Minister of Finance may sue for and recover the penalty in the name of Her Majesty in right of the Province in an action in any court as if the amount were a debt.

(4) The Registrar may waive a penalty that a corporation would otherwise be liable to pay under this Section under such circumstances as are prescribed by the regulations.

(lb) prescribing the manner and form of a reserve-fund study required by Section 31, the information and opinions and recommendations to be contained in such study and the person or class of persons who is to prepare such study;

(lc) prescribing who may be arbitrators for the purpose of Section 33;

(ld) respecting the consolidation of units pursuant to clause (g) of subsection (3) of Section 14;

(le) setting the amount of the penalty for the purpose of Section 45A, with power to prescribe different penalties for different classes of corporations, prescribing the manner in which a notice shall be given pursuant to that Section and prescribing the circumstances under which the Registrar may waive the penalty;

(lf) prescribing the form and content of financial statements for the purpose of Section 24A, with power to prescribe different forms and requirements for different classes of condominium corporations;

(lg) prescribing the form and contents of a certificate of consolidation for the purpose of subsection (5) of Section 14;

(lh) prescribing forms of substituted service for the purpose of subsection (4) of Section 33;

(li) for the purpose of subsections (2A) and (2B) of Section 23, prescribing standard by-laws for corporations with power to prescribe different classes of corporations and to prescribe different standard by-laws for each class of corporation;