Directorship

331 Military Trail, Scarborough, Ontario M1E 4E3, Canada

ycc84@ycc84.ca

YORK CONDO CORP. No. 84 Cheshire Place

WHO CAN BE A DIRECTOR

The Condominium Act specifies that the condominium corporation must be governed by a Board consisting of at least three directors. The Board is elected by the condominium owners at the annual general meeting and, as such, represent the condo owners.

Corporations have a duty to “control, manage and administer the common elements and the assets of the corporation".

Director qualifications

To serve on a condominium Board, a person must meet five requirements:

1. Be at least 18 years of age

2. Be mentally competent

3. Cannot be bankrupt

4. Must complete the Condominium Director Training Program

DISCLOSURE - PRIOR TO ELECTION

What must be disclosed?

Here is what a candidate must disclose:
· Are they an occupier or owner of a unit. If they are an owner, are they in arrears of common expenses for 60 days or more.
· Do they have any direct or indirect interest in a proposed or existing contract or transaction to which the corporation or declarant is a party.
· Do they have any convictions under the Act or regulations within the preceding 10 years.

· Complaints, insurance and other requirements (O.Reg. 4/18)

· Is their spouse, child or parent a party to any legal action to which the corporation is a party.
· Any additional disclosure information that the corporation’s by-law may contain.

How do candidates make disclosure? Complete & submit the corporation's Director's Agreement form.

DIRECTOR'S AGREEMENT

Section 29(1)(f)of the Condominium Act imposes disclosure obligations on directors. This must be provided in writing at the time the candidate has notified the board in writing of the intention to be a candidate in the election or, if no such notification was provided, the disclosure must be provided at the meeting of owners. This Agreement is made to comply with the aforementioned disclosure requirements.

BEING A DIRECTOR

WHO WANTS TO BE CONDO DIRECTOR

The goals of managing both a business and a home can conflict. Responsibility for balancing this belongs to condo directors. People can become quite emotional about their home. Success as a director requires understanding this emotional attachment while recognizing they are responsible for managing a business. Good Condo Directors Condo directors want to make a difference. Being a condo director is rewarding and frustrating. It can be a thankless job or provide a sense of accomplishment when things go well. Good condo directors are hands-on people who are responsive and detailed. They have reasonable expectations and understand their responsibility. Condo directors exist to help their community. They are not there to solve personal problems or pet peeves. Good condo directors are team players prepared to make difficult decisions. They will be subject to criticism and need to be able to ignore it. Making the right decision will always be unpopular with some - it is impossible to make everyone happy. Good condo directors understand that taking criticism from condo owners is a requirement of the job.
WHO WANTS TO BE A CONDO DIRECTOR Nobody Notices What I Do, Until I Don’t Do It! Condo Director Priorities Condo directors should not be interested in a single issue. Their priority should be the community. Time Commitment Being on a condo board is time-consuming. Meetings can be in the evening when those who work may not have the time or desire to do anything but relax. Condo directors should not expect to just show up to board meetings. Being successful requires advance preparation. They must be prepared to deal with e-mails, meet with contractors and attend additional meetings. Condo directors should be willing to listen to other board members, condo residents, consultants and contractors. Listening is time consuming! Required Skills No specific skills are required. Condo directors should have some skills to offer and an interest in improving things. Useful skills include financial management, communications, organizational abilities and project management. These general skills are useful when working with consultants and specialists who may not always be aware of the big picture. When specific skills are lacking among elected directors, a board can appoint individuals to round out their skillset. Condo directors should be prepared to read. The job requires that they have read and possess a general understanding of condo documents including the condominium declaration, bylaws, rules and the Condo Act. There will be project bids, proposals, legal documents and consultant reports to review. The Challenge Being a condo director can be a thankless job. Everyone has a complaint or better way to do things and wants to direct you in how they should be done. Few are prepared to understand how things are (not how some would like them to be) and to work towards the best solution. Satisfaction is knowing you have done the best you can. Condo owners are less interested in serving on a condo board or committee. They view their responsibility as ending at paying monthly condo fees. The Bottom Line There is no better reward than helping people by building up their home and community. Effective condo directors provide a better life for many and keep costs under control.
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IN BRIEF A DIRECTOR IS TO

Have a general knowledge of the Condominium Act of Ontario, The Protecting Condominium Owners Act and Bill 106 Property Managers Qualifications and Ethics; and, a detailed knowledge of our Declaration, By-laws; and, Rules and Regulations; and, attend meetings. Participate in meeting discussions. Do Research. Volunteer. the Act allows for fining an individual director for specific Act violations. Personal information learned about neighbours must always be kept confidential. the voting position of individual directors, on any topic is confidential. Anything said during discussion is confidential.
Attend meetings. Participate in meeting discussions. Do Research. Volunteer. the Act allows for fining and individual director for specific Act violations. Personal information learned about neighbours must always be kept confidential. the voting position of individual directors, on any topic is confidential. Anything said during discussion is confidential Make business decisions, not personal decisions.
Complete the require legislated courses in the required time frame.
Confidentiality – a director is not to disclose to any person (including my spouse/partner) information discussed by the Board which reasonably ought to be deemed confidential. When in doubt, request determination by the Board of Directors.
Between meetings do research to ensure you are knowledgeable A meeting agenda is provided 10 days early.
Between meetings walk around. Concerns; or, suggestions are to be added to the agenda. Immediately report violations of the Act; our, Declaration, By-laws; and, Rules and Regulations to the property manager for action and follow up at the next directors meeting.
Talk to neighbours. Bring points up for discussion.
Each director has equal say in the corporation's business.

PRESIDENT - chairs meetings.
VICE PRESIDENT - assumes the role of president in the absence of the president.
SECRETARY - keep meeting minutes and some other secretarial duties. Get meeting's minutes emailed to the other directors within one week of the meeting.
TREASURER - quarterly audit the accounting books and any financial statements.
DIRECTORS - attend meetings and participate in discussions. Volunteer for tasks.

DIRECTORS ARE VOLUNTEERS. THEY DO OT RECEIVE ANY COMPENSATION OR BENEFITS FOR BEING A DIRECTOR. Each director should have a general knowledge of the following Ontario Acts:

Condominium Act of Ontario ("ACT")
Ontario Human Rights Code ("the code" OR "OHRC")
Occupiers' Liability At ("OCA")
Occupational Health and Safety Act ("OHSA")
Occupiers' Liability Act ("OCA")
Employment Standards Act ("ESA)
Personal Information Protection and Electronic Documents Act ("PIEDA")
Residential Tendencies Act 2006 ("RTA")

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LEGISLATIONS & ASSOCIATIONS

Condominium Act

Condominium Act, 1998 (amended)

· General Regulations (O. Reg 48/01)

· Condominium Returns (O. Reg 377/17)

· Description and Registration (O.Reg. 49/1)

· Condominium Authority Tribunal (O. Reg 179/17)

· Designation of Condominium Authority (O.Ref. 181/17)

Condo Management Services Act

Condominium Management Services Act

· General Regulation (O. Reg. 123/17)

· Code of Ethics and Discipline and Appeals Committees (O. Reg. 3/18)

· Delegation of Regulation-Making Authority to the Minister (O. Reg178/17)

· Designation of Administrative authority (O.Reg. 177/17)

Condo Authorities

The Condominium Authority of Ontario

The Condominium Management Regulatory Authority of Ontario

The Condominium Authority Tribunal

Associations

ACMO – Association of Condominium Managers of Ontario

CAI - Canadian Association Institute

CCI – Canadian Condominium Institute

STEPS TO BE A DIRECTOR

DIRECTOR'S QUALIFICATIONS

Must be an individual.
Must be a least 18 years of age.
Must not have a status of bankrupt.
Must not be found, under the Substitute Decisions Act, 1992 or the Mental Health Act, to be incapable of managing a property.
Must not be found incapable of managing a property by any court in Canada or elsewhere.
Must have complied with the disclosure obligations set out in the Regulations.
Must sign a Director's Agreement form.
Must complete the educational requirements established by the Condo Office of Ontario.

MEETINGS OF DIRECTORS

Conduct of business

ACT 32 (1) ...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.

Teleconferencing

ACT 35 (5) A meeting of the directors may be held, in accordance with the regulations, by teleconference or another form of communications system that is prescribed, if all directors of the corporation consent to the means used for holding the meeting.

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DIRECTORS' CODE OF ETHICS

DIRECTORS’ CODE OF ETHICS

York Condominium Corporation No. 84
(the “Corporation”)

I have consented to act as a director of the Corporation and I agree to comply with the following Directors’ Code of Ethics throughout my term as a director:

Honesty and Good Faith - I will act honestly and in good faith. I will do nothing to violate the trust of the unit owners I serve.

Care, Diligence and Skill -I will exercise the degree of care, diligence and skill of a reasonably prudent person in comparable circumstances. I will make a concerted effort to attend all Board and owners’ meetings. I will act responsibly and with due diligence to become familiar with the affairs of the Corporation and to uphold its Declaration, description plans, by-laws, rules, resolutions, policies, agreements and requirements of the Condominium Act and the regulations made thereunder and other applicable legislation.

Conflict of Interest - I am not currently aware of any actual or potential conflict of interest with respect to any contract, transaction, building deficiency claim, warranty claim, legal action, proceedings or any matter detrimental to the Corporation. If I become aware of any conflict, I will immediately disclose it to the Board and provide a statement of that fact and the nature and extent of my interest. I will not promote my own interests or those of any owner, resident, family member, friend or contractor to the detriment of the Corporation. I will not seek any special benefits or privileges as a director or officer or accept any compensation either personally or on behalf of any other person except as permitted by a by-law. I will act only in the best interests of the Corporation as a whole, and I will not favour the interests of any individual or group of owners or residents.

Confidentiality - I will not disclose to any person (including my spouse) information decided by the Board to be strictly privileged and confidential or which reasonably ought to be deemed confidential, including all matters discussed at Board meetings, all documents and information unless such information or documentation is determined by the Board in writing or as evidenced by the minutes of the Corporation, not to be privileged and confidential. I will not disclose any information that is strictly privileged and confidential or which reasonably ought to be deemed confidential, obtained as a result of a director’s position on the Board. When in doubt, I will request determination by a resolution of the Board.

Good Conduct - At all times, I will conduct myself in a professional and businesslike manner at meetings of directors or owners. I will approach all Board issues with an open mind, preparing to make the best decisions on behalf of the Corporation. I will avoid shouting, interrupting, monopolizing discussions, rude comments, disruptions or dirty tricks. I will avoid ego trips. I will hold my temper. If my voice rises in pitch or volume, I will get it under control. I will act ethically with integrity and in accordance with legal criteria. I will comply with rules of good conduct and will deal with others in a respectful manner.

Support - I will abide by decisions of the majority of the directors even though I may disagree and will not deprecate directors with whom I disagree, but I reserve the right to express my own views to owners upon non-confidential issues.

Defamation - I will refrain from expressing any detrimental supposition, erroneous or defamatory statement about the Corporation or any owner, resident, director, officer, manager, staff or contractor of the Corporation. I shall only publicly state detrimental information in a manner which is accurate, unbiased and non-malicious.

Dirty Tricks - I will not use any “dirty tricks” in the course of an election, but will act honestly, honourably, fairly and in a straight-forward manner. I shall not seek election as a director by trashing the reputation of any other person.

Abuse of Proxies - When collecting proxies, I will not make any false, misleading, fraudulent or defamatory statement. I will fairly inform the proxy grantor how I intend to exercise any vote with respect to the proxy.

Minimize Conflict - I will attempt to prevent or minimize conflict and disruption and will promote good relations amongst persons involved in our condominium community. I will promote a first-class image for our Corporation, its units, owners and residents.

Performance of Duties - I will commit the necessary efforts, will exercise the appropriate leadership and will assume such duties as may reasonably be required to fulfill my role as a director or officer. I will participate in conducting the Board’s business in the form of resolutions, policies, rules or by-laws as the circumstances require. I will comply with principles of good governance and procedural rules of order. I will become well-informed on issues and agenda items in advance of meetings. I will assist the Board to supervise, monitor and direct the on-going daily management of the Corporation by the condominium manager. I will duly consider the information and advice provided by the condominium manager and others and will seek opinions, when appropriate, from experienced professionals when necessary to reach a proper decision. I will follow the precept: “directors direct; managers manage.”

Monitor Financial Health -I will pay particular attention to monitor the financial health, physical state of maintenance and repair, management, administration, appearance and welfare of the Corporation. I will support required funding of the reserve fund and an appropriate funding plan to fulfill the criteria of the Corporation’s reserve fund study. I will assist in preparing or reviewing the Corporation’s annual budget in a manner which appropriately reflects the actual financial needs of the Corporation, regardless of owners’ complaints when it becomes necessary to increase common expenses. I will ensure common expenses are collected on time or liened within the statutory period. I will monitor the investments, bank accounts, interim and year-end financial statements. I will carefully review contract proposals, quotes and tenders in order to assist in negotiating preferred contractual terms for services rendered to the Corporation at a beneficial cost. I will monitor any of such duties which have been delegated.

Scope of Authority - If I am elected or appointed as the President, Secretary, Treasurer or other officer of the Board, I will refrain from autocratic governance, but will act properly within the scope of my authority and in response to the will of the Board. I will never exercise authority as a Board member except when acting in a meeting of the Board or as I am delegated to do by the Board.

Education – I will comply with the director’s training requirement under the Condominium Act. Recognizing that governance of a condominium corporation involves complex and changing requirements. I will continue to educate myself throughout my term as director. I will support attendance by one or more Board members at any condominium seminars presented by the Canadian Condominium Institute (CCI and/or the Community Associations Institute (CAI) at the cost of the Corporation.

DISQUALIFICATION OF A DIRECTOR

CONDOMINIUM ACT
ACT 29. (2) Disqualification
(a) the person has the status of bankrupt;
(b) the person has been found, under the Substitute Decisions Act, 1992 or the Mental Health Act, to be incapable of managing property;
(c) subject to the regulations, the person has been found to be incapable by any court in Canada or elsewhere;
(d) a certificate of lien has been registered under subsection 85)2) against a unit owned by the person and the person does not obtain a discharge of the lien under subsection 85(7) within 90 days of the registration of the certificate of lien - the person is no longer a director - to become a director again the person must have the lien removed and provide the corporation with a current Certificate Condominium Director Training and before applying for directorship in normal manner; or, by appointment.
(e) the person has not completed the prescribed training within the prescribed time; or
(f) the person has not complied with the prescribed disclosure obligations within the prescribed time. 2015, c. 28 Sched. 1, s. 27. See (h) below.
(g) for violations against the signed Director's Agreement.
(h) for failure to complete legislated director training in the prescribed time frame. The person is automatically/immediately no longer a director. To become a director again the person must not have a corporation registered lien against their unit and provide the corporation with a current Certificate Condominium Director Training before applying for directorship in normal manner; or by appointment.

DIRECTOR TRAINING

Condominium directors play a critical role in making sure that the condo corporation and its structures are well managed and maintained. A condo board operates on behalf of all owners in the condominium and is responsible for providing good governance for the corporation, and fostering a positive community culture.
Given this important role, as of November 1, 2017, the Condominium Act, 1998 (“the Act”) requires that all condominium board directors complete designated training courses within a certain timeframe. The Condominium Authority of Ontario (CAO) is responsible for designating the training courses that directors must complete. The training is available to everyone, free of charge, and covers topics including director responsibilities and obligations.
Feedback from the CAO’s director training pilot was very positive, with the majority of pilot survey respondents saying the content was easy to understand and valuable. The CAO encourages condominium directors to complete a survey at the end of the training program to help us continue to make improvements to meet their needs.

Training overview

The Condominium Director Training Program’s learning path consists of six parts, with each part addressing an important area of knowledge for condo board directors. There are a series of e-modules or courses in each part that cover specific topics. In total, there are 21 short e-modules that can be completed in any order and at any pace, as long as they are all completed within the six-month period following the director's appointment, election or re-election. Collectively, these online modules are the designated training.
The modules range in length from approximately 10 to 20 minutes at audio speed. The entire training program will take between three to six hours to complete, depending on whether you listen to the audio recording or read the transcript. The user can control the speed and complete the program at a faster or slower pace.

Who must take the training

Effective November 1, 2017, all condominium directors in Ontario must complete the CAO’s director training program within 6 months of being appointed, elected or re-elected to a board. This is required under Ontario Regulation 48/01,under the Condominium Act, 1998. Mandatory director training also applies to individuals who are re-elected or re-appointed after November 1, 2017, unless they have already completed the training in the preceding seven years.
If a director is appointed, elected or re-elected after November 1, 2017, and does not complete director training within 6 months, they immediately cease to be a director.
Exceptions: Directors appointed by a developer or elected by owners to the pre-turnover board (that is controlled by the developer) are exempt from this training requirement. Once a turnover meeting has occurred, the newly elected and/or appointed directors must complete the mandatory training.

Certificate of completion

When you have completed the training, you will receive a certificate of completion. Directors are required to provide a copy of their certificate to their condo board within 15 days of completing their training. It is recommended that this be transmitted to your condo board by email so that you have a record that the certificate was provided The certificate of completion can be printed, downloaded, and shared electronically.

Login instructions for condo directors

If you do not follow these instructions, any training you complete might not be tracked as part of the mandatory requirements and may have to be taken again.

If you already have an existing account:

To complete the training, please log in to your account that is associated with your condo corporation. Do not create a second account to access the training.
If you do, the CAO may not be able to track whether you have completed the training.

If you do not have an existing account:

Please ask your condo corporation to include you in their corporation profile and send you an invitation through the CAO’s online system. Talk to your board or condo manager about whether they have registered your corporation, or filed a return for your corporation, with the CAO. If you create an account and take any of the training before this has been done, you must ensure that you use that same account when responding to the invitation code.

Login instructions for condo owners, residents, and the public

The condominium director training is available free of charge to condo owners, residents and members of the public. If you do not have an account with the CAO, then you will be asked to create one when you access the training. Create an account with the CAO if you would like to take the condominium director training.

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A FORMER DIRECTOR WANTING TO BE A DIRECTOR AGAIN

The person cannot have a condominium lien against their unit/the unit the person is associated with;
before applying provide the corporation with a copy of a current Certificate of Condominium Director Training.

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A DIRECTOR WANTS TO RERUN WITHOUT A BREAK IN TERMS

Re-run - the candidate has a Certificate of Director Training which is current BUT expiring during the term of the director’s term then the candidate's candidacy may be accepted BUT that director must again complete the Director Training BEFORE their Certificate of Director Training expires; otherwise, at the time of expiry this person ceases to be a director.

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Part 1 - Foundational Education (2 modules)
Understanding the Condominium Corporation & Its Legal Framework
Module 1: The Fundamentals of Condominium Corporations
THE FUNDAMENTALS OF CONDOMINIUM LIVING…..This module provides information on the unique features of condominiums and their operations. It includes information on what a condominium is; how condominiums are created; and, describes how condominiums are run.
Specific learning objectives:
i) Describe what condominiums are
ii) Describe how condominiums are created
iii) Describe how condominiums are run.
Module 2: The Legal Framework Governing Condominiums Specific learning objectives:
i) Describe the purpose of he Condominium Act, 1998, Declarations, by-laws, rules, and policies
ii) Describe how these documents govern condominiums
iii) Describe how these documents are amen
iv) Identify other pieces of legislation that affect how condominiums are run
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Part 2- The Board of Directors (6 modules)
Understanding Different Types of Meetings, Practical Tools for Effective Governance & Record Keeping Responsibilities
Module 3: The Role of Directors &Their Key Responsibilities
Specific learning objectives:
i) Describe the role of a director
ii) Explain the statutory obligations and corporate governance principles that guide directors.
Module 4: Effective Leadership: Creating Strong Condominium Communities
Specific learning objectives:
i) Maintain healthy relationships with owners, residents, board members, and condominium managers
ii) Identify strategies for engaging owners and residents
iii) Foster positive outcomes when issues or conflicts arise
Module 5: Board Meetings and Owners' MeetingsSpecific learning objectives:
i) Describe directors’ roles and responsibilities with respect to board meetings and meetings for owners
ii) Describe the general rules of conduct for directors at board meetings
iii) Describe the board’s legal obligations when conducting owners’ meetings
Module 6: Requisitioned Meetings
Specific learning objectives:
i) Define a requisitioned meeting of owners
ii) Describe the various procedures and obligations related to calling a requisitioned meeting of owners
Module 7: Best Practices for Conducting Owners' Meetings
Specific learning objectives:
i) Describe best practices with respect to conducting owners’ meetings
ii) Understand what the Condominium Act, 1998 requires in conducting owners’ meetings
Module 8: Obligations Regarding Corporate Records
Specific learning objectives:
ii) Describe the types of corporate records that the condominium must keep
iii) Describe the requirements related to the retention periods for corporate records
iv) Describe the process, timing and costs for providing access to corporate records
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Part 3 - Financial Management (5 modules)
The Roles of the Board in Managing the Condominium's Finances
Module 9: Financial Fundamentals
Specific learning objectives:

Describe financial fundamentals for a condominium corporation
Describe the board’s obligations in overseeing the finances of the condominium on behalf of all owners

Module 10: Reserve Funds and Reserve Fund Studies
Specific learning objectives:

Describe the responsibilities of a condo director in obtaining a reserve fund study
Take the necessary steps to establish a plan for maintaining an adequate reserve fund balance

Module 11: Auditors and Annual Statements
Specific learning objectives:

Understand the value and purpose of an audit
Describe who can be appointed as an auditor & their role
Understand an auditor’s obligations to owners, including the information that should be provided in financial statements and auditor’s reports

Module 12: Collection & Liens
Specific learning objectives:

Describe the processes available to condominiums to ensure that all owners pay their share of common expenses
Describe the collections and lien process

Module 13: Insurance

Specific learning objectives:

Describe the types of insurance that a condominium must maintain
Understand how insurance claim payments must be used
Identify the board’s obligations to provide insurance information to owners

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Part 4 - Maintaining the Condominium's Physical Integrity (3 modules)
The Role and Responsibility of the Board
Module 14: Modifications to the Common Elements
Specific learning objectives:

Describe the process to be followed by a condominium when it wishes to make modifications to the common elements
Describe the process to be followed by unit owners who wish to make modifications to the common elements within or near their units

Module 15: Repair and Maintenance
Specific learning objectives:

Describe sections 89 to 92 of the Condominium Act, 1998 related to Repair and Maintenance of the condominium
Describe the obligations of unit owners and the condominium to repair and maintain the common elements and units in the condominium
Know where to find information on responsibility for repair and maintenance of a condominium

Module 16: Procurement Processes and Best Practices
Specific learning objectives:

Describe the reasons why procurement processes are important for the condominium
Identify procurement best practices for:
1. One-off, major contracts
2. One-off, minor contracts
3. On-going contracts

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Part 5 - Different Types of Certificates (2 modules)
Information Sharing by the Board
Module 17: Information Certificates
Specific learning objectives:

Describe the board’s obligations regarding information certificates
Describe the purposes of the different information certificates
Describe the requirements for providing information certificates to owners

Module 18: Status Certificates
Specific learning objectives:

Describe what a status certificate is
Describe the purpose of a status certificate
Describe the process and requirements related to a request for a status certificate

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Module 19: The Condominium Authority of Ontario
Specific learning objectives:
i) Describe the purpose of the CAO
ii) Describe condominium registration and annual returns
iii) Describe director training and issue resolution services
Module 20: The Condo Authority Tribunal
Specific learning objectives:
i) Describe the services of the Condominium Authority Tribunal (CAT)
ii) Identify the scope of disputes which can be brought before the CAT
iii) Define what users need to know about using the Cat’s services
Module 21: Understanding Condominium Management
Specific learning objectives:
i) Describe the role of the Condominium Management Regulatory Authority of Ontario
ii) Describe the licensing requirements for condominium management firms and managers
iii) Define condominium management services and options available to condominiums

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POLICIES

December 6, 2017
POLICY

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June 18 2018 Directors' Meeting
Accepted Motion
It is proposed the corporation primarily maintain its board meeting minutes digitally. Minutes on paper would be maintained as a secondary reference for at least the last three fiscal years.
NOTE:
CONDOMINIUM ACT 55 Records - Method of retention
"(2.1) Records may be kept in electronic or paper form in accordance with the prescribed requirements, if any. 2015,c. 28, Sched. 1,s. 51(4)."

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June 18, 2018 Directors' Meeting
Reserve Fund Studies should be completed six (6) months prior to the fiscal year end. Paper and digital minutes are to be kept at different locations.

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October 29, 2018
Whereas, reference 35(5) of the Condominium Act of Ontario, 1998 reads:
“Teleconference
35(5) A meeting of the directors may be held, in accordance with the regulations, by teleconference or another form of communications system that is prescribed, if all directors of the corporation consent to the means used for holding the meeting.”
It is moved that any director be permitted to attend and participate in directors' meetings by teleconferencing.
Carried

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2018 - Core-Record Retention Period
1 Declaration, by-laws, rules, shared facilities agreements Unlimited
2 Budget for current fiscal year 7 years
3 Most recent approved financial statements 7 years
4 Most recent reserve fund plan Unlimited
5 Performance Audits Unlimited
6 Record of owners and mortgagees 7 years
7 Information Certificates 7 years
8 Minutes of owners’ and board meetings held after November 1, 2017 Unlimited
9 Any other record required by a by-law, if applicable As per by-law
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BOARD OF DIRECTORS - LOSES QUORUM

Steps to Take When the Board Loses Quorum

by: Graeme Macpherson| September 4, 2019

It is easy to forget that condominium corporations don’t simply run themselves. They are run by people. Volunteers with other family, social and professional obligations that keep them busy. So, what happens when the board loses some of its members? What if it loses quorum?

There are many reasons this can occur. Family emergencies, illnesses, or other unforeseen circumstances may require Board members to resign from their positions. Likewise, they could be voted off the Board, or lose their positions by failing to complete the mandatory director training. This can lead to uncertain and turbulent times for a condominium.

When a Vacancy Develops but the Board Maintains Quorum

It is important to note that, pursuant to subsection 34(1) of the Condominium Act, 1998, a board is not strictly required to fill a vacancy on the board. In fact, as long as the board has quorum, the remaining directors can do one of two things:

1. They can continue to exercise all the powers of the board despite the vacancy;
2. They can appoint any person qualified to be a member of the board to fill the vacancy until the next AGM. The decision of whether to appoint someone and who to appoint is up to the remaining directors.

While the board has the authority to appoint the person it sees fit for the job without consulting the owners, the appointment is only valid until the next AGM. At said AGM, owners will elect a person to fill the vacancy that arose and the newly elected director will hold office for the remainder of the term of the director whose position became vacant. Accordingly, if you are appointed to the Board to fill a vacancy, be ready to run for re-election if you want to continue to remain on the Board.

Keep in mind that the corporation must send an Information Certificate Update to the owners any time there is a change in the directors or officers of the Corporation. We’ve already blogged about this. You must also file a notice of change with the CAO within 30 days of the vacancy (or of the appointment).

When the Board Loses Quorum, but Some Directors Remain

So, what happens when the Board loses quorum? In other words, when it loses the majority of its members? This complicates things because the remaining directors are unable to exercise the powers of the Board until quorum is re-established.

Indeed, the Condo Act provides that the board cannot transact any businesses of the corporation without quorum. A quorum for the transaction of business is equal to the majority of the [full] board, that is the majority of the board if it had no vacancy.

The first step to be taken as soon as quorum is lost is to send an Information Certificate Update (ICU) to the owners within 5 days of having lost quorum (pursuant to section 11.2(3)3 of the General Regulations to the Act).

The next step is to hold a meeting of owners to fill the vacancies within 30 days of having lost quorum. This is mandated by section 34(4) of the Act.

A meeting called for this purpose, unlike normal meetings, does not require a preliminary notice of meeting, it only requires the general notice (see section 12.2(5) of the General Regulations). Accordingly, the Board must send out a notice of meeting within 15 days of having lost quorum, and hold the meeting within 15 days of sending out the notice.

As a note to owners, if you receive an ICU stating that the Board has lost quorum, and you would like to run for election, be sure to let the board know in writing within 5 days of when the ICU is given if you want your candidacy to be announced in the notice of meeting. That said, unless your Corporation’s by-laws state otherwise, you can always run from the floor on the meeting date.

If the remaining Board members fail to call and hold a meeting within the prescribed time period, the Act allows for owners to take matters into their own hands, but more on that below.

When the Board Loses Every Director

This circumstance is obviously the most disruptive to a condominium’s functioning and leaves the ship without a captain, so to speak.

Don’t fear though, as the Act has a mechanism built in to deal with this. As stated above, if the remaining Board members fail to call and hold a meeting within the 30 day period, owners can do so in their stead. Similarly, owners are enabled to call and hold this meeting if there are no Board members remaining. The best part: they must be reimbursed for the reasonable costs they incur doing so! This presumably includes legal advice or assistance.

Step by Step Summary

Here is a step-by-step summary of what to do when a vacancy occurs:

If you still have quorum:

1. The board can either continue to function without filing the vacancy or it can appoint a new director until the next AGM

2. Within 30 days of the vacancy (and of the appointment), the corporation must send an ICU to all owners and a Notice of change to the CAO.

If you lose quorum:

1. Within 5 days of losing quorum, you must send an ICU to the owners;

2. Within 15 days of losing quorum, you must send a General notice, calling a meeting of owners to elect directors;

3. Within 30 days of losing quorum, you must hold the meeting of owners to elect directors;

4. Within 30 days of any change to the directors of officers of the corporation, you must send an ICU to the owners and a Notice of change to the CAO.

Losing directors, especially when it results in lost quorum, is a disruptive event for a condominium, which can have the effect of grinding its functioning to a halt. This is why it is so important to act quickly to resolve the issue, and have a capable property manager who can help guide the Corporation through this transition.

Re-printed with permission from the CondoAdviser.ca

ycc84@ycc84.ca

YORK CONDO CORP. No. 84 Cheshire Place

WHO CAN BE A DIRECTOR

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DIRECTORS' CODE OF ETHICS

DISQUALIFICATION OF A DIRECTOR

DIRECTOR TRAINING

CAO - DIRECTOR'S TRAINING CERTIFICATE

POLICIES

BOARD OF DIRECTORS - LOSES QUORUM

CAO - CONDO REQUIRED REPORTING RETURNS

"CDG" - CONDO DIRECTORS GROUP