Board Meetings

Boards should have meetings regularly, preferably monthly. It is not advisable for factions on the board to meet unofficially and exclude some members. Decisions made during such “meetings” are not valid

Similarly, when directors resign and no quorum exists, new decisions can no longer be made and the remaining board members need to requisition a meeting for the purpose of electing directors. (Click here for Requisitioned Meetings)

When one board member is absent at a meeting and a vote is a split one (half for a motion, half against), then the motion is defeated and cannot pass.

An occasional board meeting may be held via email or teleconferencing, but only if there is a quorum of directors and if they participate simultaneously.

When an email vote takes place between board meetings, the issue voted upon should have been discussed at a previous meeting. For instance, a board may have agreed to go ahead with some structural repairs but decided to postpone the vote pertaining to the choice of a contractor pending more information obtained by the president. When this information is available, it is sent via email and a vote can take place.  This vote is then appended to the next set of minutes.

At times, a director cannot attend a meeting. He or she may tell the president that he is voting for (or against) a particular issue that will be decided at the meeting. The board, fearing the consequences of displeasing this director, then adds his vote to the count. This is not a valid procedure.

Board meetings are for directors. Managers generally attend to provide information, present their report in person, and receive directions. However, managers’ attendance is strictly a board’s decision—not a manager’s prerogative.

In Ontario, owners may attend board meetings only with permission of the chair. This varies in other provinces. For instance, in British Columbia, owners may attend council [board] meetings as observers. 

Documents and Agenda

According to the Act, a notice of a board meeting with the agenda has to be sent to directors 10 days before each meeting. But this isn’t exactly realistic and most boards receive the notification package a few days before because dates for meetings are often scheduled a few months in advance or at the end of each meeting.

The usual documents accompanying this notice are the agenda, the minutes of the previous meeting, the latest financial statement, a manager’s report, and photocopies of bids when contracts are discussed, as well as correspondence addressed to the board.

The agenda is fairly standard and contains items such as: approval of the minutes of the previous board meeting, business arising from these minutes, question period and approval of the latest financial statement, business arising from this statement, manager’s report, other business (such as contracts, budget), and correspondence received and sent.

Can owners read the minutes? Yes, absolutely. Click here for Right of Access to Condo Records. Unfortunately, this is easier said than done: Being refused access to condo documents, such as board minutes, is one of the most frequent complaints made by this website's readers.

Condo Acts should actually require that boards post a report of each of their meetings summarizing their decisions and the rationale. This would increase transparency and accountability. It would also normalize owners' right to information.

Decisions Reached

When motions are moved, seconded, and voted upon, each board member has only one vote, including the president. A simple majority carries. The vote generally proceeds with a show of hands. However, secret ballots can be held when requested by a director.

A board member who believes that a decision is made without due diligence or in bad faith may request to have his or her objection or dissenting vote recorded in the minutes. This is actually important in the event of arbitration or a law suit or if owners requisition a meeting to vote directors out based on a board decision that lacked due diligence.

Once a decision is reached, a member who disagrees has to rally behind the board: This may not apply if the other directors acted in bad faith, such as refused to follow rules or took a decision that benefits some groups over others, or did not do due diligence, such as took a decision without proper documentation or a tendering process, or, yet, when a board votes to write an offensive letter to an owner who puts forth justifiable complaints. In such cases, a dissenting board member certainly should have his dissent recorded. Or that director may resign or yet requisition a meeting to inform owners or find another way of informing owners—which is not easy.

The fate of the one or two board members who justifiably disagree may not be a pleasant one. There have been cases of board members who make the life of a dissenting director very unpleasant, who go behind his back, who instruct the staff to refuse to give him usual services to which any owner has a right, and who may spread rumours about him or her. When it is the president who is the dissenting party, he or she has just about the same unpalatable options...!

One president had to sell his suite and move out because, after he resigned from an unethical board, the manager instructed the staff to be unpleasant to him and his wife; remaining board members would stare at them in the elevators and even openly laugh at them. Other residents who were trying to secure favours from the board joined in this maltreatment. The amazing end of this pathetic story is that he and his wife moved to another condo where they knew that the board was ethical. Eventually, he became the president of this condo... and lived happily thereafter... while the other condo suffered a series of material damages as a result of the lack of due diligence on the part of that board and the divisiveness among owners. Some sort of “poetic” justice!

For additional problems pertaining to boards, see letters in Issues With Boards of Directors.

Despite these problems, overall, having boards of directors who are owners run condos is still the best solution because owners are the best persons to represent their own interests.

However, boards' duties should be more specifically spelled out in the Condo Act; especially, the Act should provide more safeguards so that owners are better informed by their boards and so that these boards are more accountable to owners.

In other words, both owners and directors could use some help from the government to prevent problems of governance from occurring (click here for What Should Be Done to Improve Boards? A Condo Ombudsman would be especially useful.)