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Board Meetings

Also see:  Board of Directors; Quorum; Quorum, Loss of (on Board)

Short Answer

A duly called meeting of the Board of Directors of a condominium; where executive decisions for the condominium can be made.

Definition

The board of directors is the primary governing organization within the condominium corporation.  However, this does not give directors carte blanche to rule the condominium however they wish.  In addition to the standards of care set out in section 37 of the Condominium Act, 1998, (the "Act") section 32(1) states that, "subject to subsection 42(5), the board of a corporation shall not transact any business of the corporation except at a meeting of directors at which a quorum of the board is present." 

Therefore, subject to the sole stated exception (subsection 42(5) of the Act (see below in this article, under "...as a Declarant"), the duly called and constituted board meeting is the only context in which executive decisions for the condominium can be made.  This does not mean there are not other decisions that can be made at owners' meetings, but for the most part these are not executive decisions or are only made subsequent to an executive decision.

What you need to know…

…as a Unit Owner

Unit owners do not ordinarily attend board meetings, nor should it be considered a right or entitlement to do so. They are not entitled to attend simply as "observers". 

Although it is quite acceptable, from time to time, for unit owners having specific business to discuss with the board to be invited or allowed to attend a board meeting, some owners wish to attend board meetings for no particular business function but solely to exercise scrutiny over the board.  While in principle this seems within the range of valid interests of a unit owner, in fact it can interfere with the effective operation of the board. In the presence of an audience, board members could feel hesitant about speaking openly for fear of being misunderstood or misinterpreted.  They might also hesitate to vote on issues according to their own consciences, for fear of personal attack by owners who disagree with their decision.  In short, the meeting may become more political than practical. 

It is very important to the effective work of a board that its members feel unconcerned and able to speak openly about every matter before them or to vote according to their own conscience.  It is therefore preferable that owners not be present throughout any board meeting.  Unit owners should be content with being able to review minutes of board meetings and not need to be present for the meetings.

In addition to those considerations, there are times when directors must discuss matters that are of a personal, confidential or otherwise sensitive nature, concerning one or more owners that should not be discussed in the presence of other owners.  It would be entirely inappropriate, and inhibit this essential function of board meetings, if any owners were entitled to be present at all times.
…as a Board Member  (part 1)

Subsection 32(1) of the Act is paramount: condominium directors must not make, or appear to make, any decisions for the corporation outside of a properly constituted board meeting.  All issues for decision must be taken back to a meeting of the board.  For this reason, the ability and willingness to attend meetings should be considered primary qualifications for board membership, and many condominium by-laws do contain provisions that automatically terminate the position of a director who misses a majority of meetings.  Note that board members cannot attend board meetings by proxy.

The board of directors should meet regularly. It is impossible to meet the statutory standard of care for the management and operation of the condominium by meeting only once or twice a year. Most boards need to meet monthly to review management reports, sign cheques and discuss any new issues that have arisen since the last meeting. Board members should review relevant materials prior to the meeting so they are better prepared to discuss the issues and make decisions without unnecessarily delaying matters to a future meeting.

Provisions of the Act that are particularly relevant for directors in regard to board meetings are:

  • 32(2) - Re QUORUM: "A quorum for the transaction of business is a majority of the members of the board."  (See the Condopædia article, Quorum, for further discussion about this.)
  • 35(1) - Re SPECIAL MEETINGS: "In addition to meetings of the directors required by the by-laws of the corporation, a quorum of directors may, at any time, call a meeting for the transaction of business."  Note: The by-laws may but need not specify particular meeting dates, times and locations.  If they do, the board should comply with these requirements.
  • 35(2) and 35(3) - Re NOTICE OF MEETING: The default notice for a board meeting is 10 days.  Unless otherwise specified by by-law, notice of a board meeting (setting out the time and place of the meeting and the general business to be discussed at the meeting) shall be in writing and given to every director of the corporation by personal service, prepaid mail, courier or electronic communication "at least 10 days prior to the day of the meeting, unless the by-laws specify otherwise," and "at the latest address [for the director] as shown on the records of the corporation".
  • 35(4) - Re WAIVER OF NOTICE: "A director who attends a meeting shall be deemed to have waived the right to object to a failure to give the required notice unless the director expressly objects to the failure at the meeting."
  • 35(5) - Re TELECONFERENCE MEETINGS: There is no inherent right to hold meetings by 

                   continued, next column...
…as a Manager

Condominium managers are often responsible and, if so, must understand all the requirements for calling, holding and providing notice of meetings.

Some condominium managers think that they are an essential part of every board meeting.  This is not correct.  Condominium boards can, and in some cases should, meet without the manager present.  The manager is not a voting member of the board.  The manager should not assume the role of chair of the meeting unless invited to do so by the board.
...as a Board Member (continued)
telephone, webconference or other similar devices.  Such methods may be used if and only if it "allows the directors to participate concurrently,"  and the type of meeting is (a) authorized by by-law and (b) consented to by all of the directors. Note that discussions over email will likely never qualify as a valid mode of meeting since concurrent participation is not literally possible.  Therefore, although issues can be discussed in that manner, final decisions would need to be ratified at a duly called and held meeting of the board.
Typically the board member elected or appointed as president of the corporation will chair board meetings, but essentially there are no statutory rules governing the organization and conduct of meetings.  Condominiums should follow the procedures generally practiced by boards of other corporate organizations and usually adopt one or another standard Rules of Procedure (such as Robert's Rules of Order or Nathan's Company Meetings including Rules of Order, etc.).

The board may invite the property manager to attend its meetings, and it is generally considered advisable to do so.  From time to time other professional service providers, such as the corporation's lawyer, engineer or auditor, may be asked to attend to help the board understand and reach a decision about a particular issue.

Minutes should be kept of every board meeting.  The minutes need (should) not be overly detailed but should show that an issue was discussed and clearly state the resolution relating to it, including any action plans and assignments for follow up. The minute taker should avoid including personal information about anybody in the minutes so that confidentiality and privacy are protected when owners or other people read them.

A director with a conflict of interest as defined in section 40 of the Act is, with certain exceptions, not entitled to attend the portion of the meeting in which discussion of the relevant issue occurs or vote on the issue, nor at that time can such director count toward quorum for the meeting.  (This could of course be problematic and may prevent a board in some circumstances from making a decision on an issue involving conflict.  This may require careful planning and boards in such circumstances should seek the advice of legal counsel.)
…as a Declarant

Within 10 days of the creation of a condominium corporation, the declarant must appoint a board of directors.  This board does not need to hold meetings, although it should if its members are not otherwise in regular communication about issues relating to the condominium corporation.

The declarant's appointed board is entitled to make decisions by resolution in writing and signed by all directors entitled to vote. This is the sole exception to the requirement in section 32(1) of the Act that "the board of a corporation shall not transact any business of the corporation except at a meeting of directors at which a quorum of the board is present."