Board meetings

It is best to start with what the Act says about directors and board meetings.

Meetings of directors
In addition to meetings of the directors required by the by-laws of the corporation, a quorum of the directors may, at any time, call a meeting for the transaction of any business. s. 35 (1).

So a majority of directors must agree to the holding a board meeting. A single director, the president included, cannot call a board meeting.

Notice
The person calling a meeting of directors shall give a written notice of the meeting to every director of the corporation,

(a)	at least 10 days before the day of the meeting, unless the by-laws specify otherwise; and
(b)	by delivering it to the director personally or by sending it by prepaid mail, courier delivery or electronic communication addressed to the director at the latest address as shown on the records of the corporation, unless the by-laws specify otherwises. s. 35 (2).

Content of notice
The notice shall state the time and place of the meeting and the general nature of the business to be discussed at the meeting. s. 35 (3).
(There has to be an agenda.)

Waiver of notice
A director who attends a meeting shall be deemed to have waived the right to object to a failure to give the required notice unless the director expressly objects to the failure at the meeting. s. 35 (4).

Teleconference
A meeting of the directors may be held by teleconference or another form of communications system that allows the directors to participate concurrently if,

(a)	the by-laws authorize those means for holding a meeting of the directors; and
(b)	all directors of the corporation consent to the means used for holding the meeting. s. 35 (5).

Officers
A corporation shall have a president and a secretary and all other officers that are provided for by by-law or by resolution of the directors. s. 36 (1).

Election and appointment
Subject to the by-laws, the directors,
(a) shall elect the president from among themselves;
(b) shall appoint or elect the secretary; and
(c) may appoint or elect one or more vice-presidents or other officers. s. 36 (2).

Holding several offices
The same person may hold two or more offices of the corporation. s. 36 (3).

Standard of care
Every director and every officer of a corporation in exercising the powers and discharging the duties of office shall,

(a)	act honestly and in good faith; and
(b)	exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. s. 37 (1).

Validity of acts
The acts of a director or officer are valid despite any defect that may afterwards be discovered in the person’s election, appointment or qualifications. s. 37 (2).

Disclosure of interest
Sections 40 and 41 of the Act deal with directors and officers conflict of interests. It is best to read the Act to understand the need for disclosure and the rules for board meeting attendance and voting when a director and/or an officer of the condominium corporation has an interest in the granting of a contract or transaction.

Nathan's rules
Directors can conduct business only at duly convened meetings of the board. Meetings provide the opportunity for all directors to voice their opinions before coming to a collective decision.

A director cannot be excluded from a meeting and the minority directors have the right to voice their views during the board meetings. They also have the unfeathered right to the corporation's privileged information and records.

The majority of directors do not have the right to withhold information from a minority director. (Rule # 25)

Notice of meetings
All directors must be informed of the time and place of the board meetings or all business transacted at the meeting is invalid.

Unless the by-laws state otherwise, a quorum of directors may call a meeting. The secretary should send out an agenda with the notice and if necessary include a copy of all pertinent information for the directors to review so they can make informed decisions at the meeting.  (Rule # 27)

The directors need to be given a reasonable notice of a meeting being called so that all can make arrangements to attend.  (Rule # 29)

Conflict of interests
A director must make full disclosure of any personal or professional conflicts of interest he or she may have. Furthermore, a director cannot vote on any motions to approve a contract or transaction in which he or she has a personal interest.

Furthermore, the director who has a conflict of interests cannot attend the meeting when the subject matter of this conflict of interest is discussed.
(Rule # 32)

Secret ballots
There is no provisions for secret ballots at board meetings. (Rule # 33)

Proxies
A director cannot delegate his responsibilities either to another director or to anyone else.

Quorum
A simple majority of the board makes a quorum. No further business can be conducted if a director leaves the room and there is no longer quorum.

Casting vote
Does the chair have a vote and then in case of a tie, a second vote? Only if a casting vote is provided for in the by-laws.

The courts will set aside resolutions where the chair used a casting vote to give himself control of the corporation. (Rule # 36)

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