The primary purpose of a board meeting is to conduct condo business. Condo business is conducted when a condo corporation’s board of directors makes decisions, issues approvals or performs any other task that affects the governance or management of the corporation. Common examples of condo business include creating, modifying or terminating contracts with vendors or appointing new directors to fill a vacancy on the board.
Condo business cannot be conducted by individual directors or the entire board outside of a board meeting (e.g., by email). This means that boards cannot conduct condo business without first calling and holding a board meeting. Commonly, board meetings are held monthly, but condo boards can hold as many meetings as needed to run the condo corporation effectively.
Calling and Holding a Board Meeting
The Condominium Act, 1998 (the “Act”) sets out several requirements for calling and holding a board meeting.
1. Calling a Board Meeting
The process of calling a board meeting primarily involves notifying the directors of an upcoming meeting. The notice must:
• Be sent to all the condo corporation’s directors and must contain the time and place of the meeting as well the topic(s) of business that will be discussed or voted on;
• Be given at least 10 days before the board meeting unless the condo corporation’s by-laws specify otherwise; and
• Be delivered to a director in person or delivered to the director’s address, by mail, courier, or electronically to the director’s latest address according to the condo corporation’s records, unless the condo’s by-laws specify otherwise.
2. Holding a Board Meeting
To attend a board meeting, condo directors typically meet in person, but the Act also permits directors to attend either electronically or over the phone. To do so, the Act only has two requirements:
1. Directors may attend by phone (e.g., by teleconference) or by any electronic method that allows concurrent communication. This means that directors may attend board meetings using a video or audio chat service, but not by email.
2. All of the condo corporation’s directors must consent to the alternative methods used for holding and/or attending the meeting.
Before any condo business can be conducted, the board must make sure there is a quorum of directors attending the board meeting. A quorum of directors is the minimum number of directors that must be present in a board meeting before the board can conduct corporation business. For board meetings, quorum is a majority of the total number of positions on the board. For example, if a condo corporation has a total of five positions on its board of directors, three or more directors must attend a board meeting to conduct business. If a board meeting is not attended by a quorum of directors, the remaining directors cannot conduct condo business.
The only people who are entitled to attend board meetings are the directors, however, condo boards regularly invite individuals to attend board meetings as guests. Typical attendees include condo management individuals (if the condo has any), unit owners and/or residents with matters to discuss with the board, and professionals that the board is conducting business with.
In addition to any of the requirements found in the Act, condo corporations can and usually do have by-laws that regulate board meetings. Board meeting related by-laws must comply with both the Act and the condo corporation’s declaration.
Board Meeting Minutes
The Act requires minutes to be taken at board meetings. Minutes should be a concise overview of the business conducted at the board meeting, including the discussions held, the decisions made, and the basis for these decisions. Minutes could also include:
• The date, time, and location of the meeting, and a list of who was present;
• A record of all of the votes or motions made at the meeting and a succinct description of the business that was carried out;
• An indication of the appointment of any officers; and
• If the meeting was to deal with the approval of by-laws and/or rules, an indication that their approval was made.
Minutes do not need to be a word-for-word transcription of what was said. After being drafted and approved, minutes are considered condo records which unit owners, mortgagees and purchasers can request access to. For more information on condo records, please review our helpful resources by clicking here.
Condo corporations are required to keep minutes about confidential matters but are prohibited by the Act from providing unit owners, mortgagees and purchasers with access to the portions of minutes regarding confidential matters. Section 55 (4) of the Act defines what is considered “confidential” for all condo records, including minutes.
This means that condo corporations must withhold or redact any confidential portions of minutes before providing them to a unit owner, mortgagee or purchaser.