Holding a general meeting of a housing cooperative in a stationary form during the COVID-19 epidemic

According to the current legislation, the obligatory body of a housing cooperative is, among others, the general meeting. By virtue of the Act of 2 March 2020 on special solutions related to preventing, counteracting and combating COVID-19, other infectious diseases and crisis situations caused by them, the deadline for holding general meetings in housing cooperatives was postponed, which, as a rule, were supposed to be  held by 30 June each year (Article 90 of the above-mentioned Act). Pursuant to the cited regulation, general meetings should be held within 6 weeks from the date of cancellation of an epidemic emergency or a state of epidemics. The changes introduced have led to a situation where some management boards of cooperatives interpret the provisions in such a way that they do not hold a general meeting because they comply with Article 90, which postpones the date of holding a general meeting. In other words, the boards believe that the general meeting should only be held once the state of the epidemic has ended.

The above view is not justified under the current legislation. Participation in a general meeting is a right of every member of a cooperative and a state of epidemics should not justify restricting this right.

There are two solutions for the legal holding of a general meeting. Firstly, during a state of emergency or epidemic the management board or supervisory board may order that a specific resolution be adopted by the general meeting either in writing or by means of direct remote communication. However, the main obstacle to holding general meetings in this form  are  worries of some of members of cooperatives about validity of meetings in such form  . Not without significance is also the lack of regulation in the current statutes or regulations concerning the course of meetings held in the remote format.

In such a case, the managers of cooperatives have the option of holding them in a traditional formula. When organising a general meeting, however, one should bear in mind the applicable epidemiological restrictions resulting primarily from the provisions of the Regulation of the Council of Ministers of 6 May 2021 on establishing certain restrictions, orders and prohibitions in connection with the occurrence of an epidemic (Journal of Laws of 2021, item 861). By introducing limits on the participants of meetings or assemblies, the legislator has restricted the possibility to hold meetings or assemblies in a traditional form. These restrictions also apply to general meetings of cooperatives.

The provisions of the Ordinance on the establishment of certain restrictions, orders and prohibitions in connection with the outbreak of an epidemic in § 26(15) indicate that:

– Until 31 August 2021, it is prohibited to organize and participate in assemblies other than those specified in paragraph 1 and paragraph 1a, including events, meetings and gatherings of any kind, except:

1) business and professional meetings or gatherings;

2) events and meetings of up to 25 persons which take place on the premises or in the building indicated as the address of the residence or stay of the person who organizes the event or meeting; the limit of persons does not include the person organizing the event or meeting and persons cohabiting or managing with him;

3) events and meetings of up to 150 persons which are held in the open air or on the premises or in a separate catering area of a sales hall, referred to in § 9(15)(2)

[§ 9(15)(2) concerning the conduct by entrepreneurs within the meaning of the provisions of the Act of 6 March 2018. – Entrepreneurs’ Law and by other entities the activity consisting in the preparation and serving of meals and beverages to guests seated at tables or to guests making their own choice of dishes from the displayed menu, consumed on the spot (included in the Polish Classification of Activities in subclass 56.10.A) and related to the consumption and serving of beverages (included in the Polish Classification of Activities in subclass 56.30.Z)];

4) gatherings, meetings or meetings related to the performance of tasks aimed at combating or preventing the spread of contagious animal diseases, including free-living (wild) animals.

It should be stated that in the period until 31 August 2021 it is possible to hold a general meeting provided that no more than 150 persons participate, it is held in the open air or in premises or a separate catering area belonging to an entrepreneur conducting food service activities. In addition, all participants should comply with the obligation to cover their mouths and noses.

The legislation in force as of the date of this information (16 August 2021) does not set limits for participants in assemblies or meetings held after 31 August 2021.

However, it cannot be ruled out that the legislator will decide to introduce new limits or maintain current limits also after this date. For this reason, it is essential to familiarize yourself with the current epidemiological restrictions each time before deciding to convene a general meeting.