Can we have a one director board?

N.F. writes:

Dear Paul:

Our by-laws say that we can have one to five directors. So of course, we have only one. Our AGM is coming, and we are trying to recruit new members. Is having only one board member common?

Paul replies:

Dear N.F.:

I am not aware that this is a common situation. As you may have already experienced, it places a great deal of power in the hands of a single individual. There is no opportunity for one person to have a fruitful debate with colleagues who would share the end decision. 

While your bylaws state that you can have one to five directors, the condominium act of six provinces state that a board must be made up of three directors. The other provinces are either silent on the issue or refer to a bylaw provision. A minimum of three or more directors provides for debate, different points of view, sharing the work, and allows for controversial matters to be adopted or rejected by a majority of directors rather than one person acting as “judge and jury.” A one-member board may not be legal. Consulting a lawyer other than the one who drafted your bylaws may be beneficial.

It may be wise to amend your bylaws to specify that a board must be made up of a minimum of three directors. Good luck.

This Post Has One Comment

  1. Jim stuparyk

    According to Roberts rules which should be adopted in its simplest form you should have at minimum President and SecretAry to document any proceedings. However business should be conducted as per condo act to avoid possible owner action regarding how business is conducted.
    Carefree condo living is anything but free! A condo is functionally a small town with all problems contained in miniature.

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