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How Boards Work

Board Meetings

The Condo Act requires matters pertaining to the condo be decided only at board meetings with quorum requirements met. Decisions must not be made between meetings or over email.

Summary

  • Condo business should not be conducted outside of a board meeting
  • Boards are ultimately accountable for what happens in the corporation
  • Decisions made at board meetings can’t be reversed by any one person
  • Boards should develop a method to resolve conflicts

Calling and holding board meetings

Directors must receive a notice at least 10 days before the board meeting unless by-laws specify otherwise. The notice must include the time, format, instructions for joining and the topics for discussion or voting.

Meeting can happen in person, by phone, virtually or a combination of these formats so long as Condo corporations can regulate virtual or phone board meetings through their by-laws.

Board meetings can only be held virtually or by phone if all individuals participating in the meeting are able to communicate with each other simultaneously and instantaneously.

Boards must also establish quorum or the meeting cannot go ahead.  Quorum is achieved by more than 50 percent of directors being present. A director attending the meeting virtually or by phone is considered present for the purpose of quorum.

Typically, only board members attend but guests can be invited to discuss specific topics and could include unit owners, tenants, vendors and more.


What happens at board meetings?

Board meetings commonly happen every month but can happen more or less often depending on the unique needs of the corporation. Here are some things boards can do during meetings:

  • Appoint new directors
  • Approve changes to contracts with vendors
  • Approve changes or repairs to common elements
  • Reviewing financial, reserve fund or budget info
  • Reviewing the condo manager’s performance

Board meeting minutes

Boards should ensure that they keep good minutes during their meetings. They should be prepared to share these minutes with owners if they get a records request. Minutes should be a concise overview of what happened and must include the discussions and the decisions as well as any rationale.

Minutes should also include:

The date, time, location and a list of attendees

Record of the votes or motions

Indication of the appointment of officers

Portions of the minutes can be redacted and kept confidential if they include records that owners are not entitled to.


Best practices for boards

Boards in smaller condos are often able to get involved in day-to-day operations. Some smaller condos may be managed by their board of directors directly and may not need managers at all. This is not possible for larger corporations, who would need to work on hundreds of small issues while also making bigger strategic decisions. Board members in these corporations should instead focus on asking the right questions at board meetings so they can get what they need to make decisions.

Here are some examples:

What plans have been put into place?

What documentation is available?

What analysis has been performed?

What options or alternatives have been considered?

What risks have been considered, and how will they be mitigated?

What steps or process has been followed to date?

How will the board stay informed?

Board members should also follow up on any decisions and confirm they’ve been carried out appropriately.

Self-evaluation

Boards should take stock of their progress and measure it against their initial vision for the condo corporation. Consider these questions:

  • How can we improve the corporation?
  • How can we improve our processes?
  • What issues have we not resolved and what different approaches should we take?
  • Do we listen to expert advice?
  • Where do we need to invest more time and money?
  • Are we addressing owner concerns?
  • How can we communicate more effectively with owners?

Resolving Conflicts

Directors should approach being in a board as working towards thoughtful, researched solutions for their condo community in a collaborative and unified way. Differing opinions are a normal part of the process and can lead to better decision making, but argumentative or disruptive behaviour is never ok.

Board Presidents should speak to any director privately about their conduct and if that does not work, the board may consider escalating to the corporation’s lawyer if the situation calls for it.


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