Board member being shunned by colleagues

W.O. writes:
Dear Paul: We are a PM firm that serves a corporation with a five-member board. Four of the members
do not like the fifth member and do not want the PM to share any information with the other director.
They do not even want the PM to send the fifth board member copies of minutes or agendas. The PM
advised that it must include all board members. They are now saying where is it written that we have to
share with all members.

Paul replies:

Dear WO: This is an interesting situation. I am not aware of any written material that would address this
situation specifically, however I will address the matter in a slightly different way.
Anyone who accepts to be elected to the Board of a condominium corporation must also accept the
responsibilities that attach to the position. The Condominium Act of Manitoba specifically speaks to the
duty of directors and officers as follows:

94(2) In performing the duties of the condominium corporation and exercising its
powers, each director and officer of the board must
(a) act honestly and in good faith with a view to the best interests of the corporation;
(b) exercise the care, diligence and skill that a reasonable and prudent person should
exercise in comparable circumstances.

This requirement of board member conduct is not optional. It clearly and unequivocally states that a
director must act in good faith for the benefit of the corporation. This includes being respectful even to
people we may not personally like. We must remember that board directors did not come by their
position by accident. They were elected by the unit owners of the corporation. Even a majority of the
Board cannot disregard this fact. The only time a director may be removed during a term, is by a vote at
a general meeting of unit owners.

101(1) A director may be removed before the end of the director’s term of office by a
vote at a general meeting of unit owners. Another director may be elected for the
remainder of the term.

I do not understand why the four amigos would deny their fellow board member copies of minutes and
agendas. It is a fundamental right under long standing parliamentary practice that members should
receive notice of meeting (often the agenda) and any board member should receive copies of minutes
and any documents that they will be required to review, debate and upon which to make an informed
decision for the benefit of the corporation.

Section 94(2)(b) of the Act requires board members to act like a “reasonable and prudent person”
should. I am not a lawyer, but I cannot come up with any valid reason a board would have to not provide
minutes to another board member. To add to this, the Act states that

133(1) Upon the request of any person, a condominium corporation must, without fee, provide
the names and addresses for giving notices or other documents to
(a) the corporation’s directors and officers;
(b) the person or persons responsible for the management of the property under a property
management agreement;
(c) the person to whom the corporation has delegated the responsibility for issuing status
certificates; and
(d) any other prescribed person.

Unless the four amigos have something to hide, there should be no valid reason not to provide
documentation to the fifth director. Minutes in particular are the official record of actions taken by a
board on behalf of the corporation. Any unit owner can ask for a copy of the Minutes and the
corporation must provide them.
In conclusion, for a Property Manager to follow this directive could be construed as aiding the four
amigos to act in bad faith. Good Luck!

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