CCI-Review 2022-23 #2

→ BOARD QUORUM

The Condominium Act Section 27(2) requires the board to have three or more directors, subject to the by - laws of the corporation. The number of directors can help condominium boards become more effective. Some condominium directors have recommended that owners who agree to stand for election to their boards be informed of the requirements to participate in the CAO mandatory Director Training and even in advance of the being elected to the board. Where one or more directors fail to complete the Condominium Authority of Ontario mandatory online Director Training in the prescribed six - month period, the director(s) cease to be a director which may very well affect quorum on the board. The board cannot conduct any business except at a meeting of directors, where there is quorum. These meetings can be held by teleconference.

CONDOMINIUM BUSINESS & OWNERS ’ MEETINGS

The primary purpose of a condominium board meeting is to conduct business where the 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 the board ’ s business include creating, modifying or terminating contracts with vendors or appointing new directors to fill a vacancy on the board. Section 32(1) of the Act requires that condominium boards “ not transact any business except at a meeting of directors at which a quorum of the board is present. ” Board decisions (including tentative decisions reached by way of email) must be ratified at board meetings (and recorded in minutes for the meetings). Previous Tribunal decisions have adopted “ a reasonably high standard of expectation for accuracy ” of minutes. They have spoken to the “ special place and purpose in helping to ensure that ‘ the affairs and dealings of the corporation and its board of directors are an open book to the unit owners, ’ and to helping owners protect their “ unique interest in how the corporation is managed. ” The pandemic did not negate the need to carry on with corporation business in accordance with the Act . It is not reasonable that a condominium board with the aid a licensed condominium manager, did not know of the necessity to hold meetings in order to conduct the business of the corporation and of its obligation to keep minutes of such meetings, and, in

CCI Review 2022/2023 – 2 —November 2022 Page 27

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