Six months without a board meeting. Is this legal?

Anonymous writes:

Dear Paul:

Our condo board was elected in June. It is now January and to my knowledge, they have not had a face to face meeting, and I have not seen any meeting minutes. I have difficulty believing that they do not have any reason to meet. How are they running the corporation? I know that most of their business is conducted by email. Is this even legal?

Paul replies:

Dear Anonymous:

You must live in a condo that operates very efficiently without much intervention.

First, I am not aware of any legislation that states that a board must meet a certain number of times a year, for instance, once a month. Your governing documents may contain such a provision. It is worth checking out. The Manitoba Condominium Act states that there must be an Annual General Meeting (AGM) within six months following the fiscal year-end. Second, the Act is clear when it comes to the board conducting business:

100(1) A board may transact business only at a meeting at which a quorum of the board is present.

103(1) A board may provide for attendance at a meeting by telephone or another form of communications system that allows concurrent participation if

(a) Authorized by the corporation’s by-laws to do so; or

(b) All the directors’ consent to do so.

In essence, this means that a board cannot make decisions by email. Board members must meet in such a manner that they can hear each other concurrently. A conference call or a videoconference like Skype are examples. This type of meeting must be allowed under the corporation’s bylaws or all directors must agree. Emails isolate people and do not allow debate of the issues.

Let’s be practical, often it is more efficient to make decisions by email. However, any decision must be ratified at the next duly constituted board meeting and recorded in the minutes to be considered official/valid. Minutes are a legal record of the board decisions. Upon request, unit owners have a right to see board minutes if they are not automatically made available.

 I  think it would be challenging for a board not to hold any face-to-face meetings for more than two months. There are always issues that need a board’s attention even if many of the day-to-day administration is delegated to a property manager.

Are the board’s actions legal? I am not a lawyer, but I think there is nothing illegal going on. It may not be the best way to manage the corporation, unit owners should question the board’s decision-making process or lack thereof. Good luck!

This Post Has One Comment

  1. Debbie Mazur

    Great advice once again.

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