Majority of the board sics lawyer on minority director

There are condos when issues arise that are so troubling that a minority director will feel that it is necessary to bring these issues to the attention of the owners.

Obviously, the majority of the board may feel that the minority director is being disloyal to the board so they want the leaks to stop.

Heavy artillery
Most often, the majority on the board will rely on the Confidentiality Agreements that many boards have. These agreements are voluntary unless the condo's by-laws state that directors must sign the prescribed agreement.

If the by-laws include an Ethics Review where by the majority of directors can vote a director off the board, then a minority director must:
1.
 Be careful of what he or she says to the owners.
2.
 Consider resigning from the board so he/she has more freedom to speak to the owners on what is so troubling.
3.
 Get advice and retain a lawyer who is experienced in condominium law.
4.
 Sell your unit, move out and get your life back.

When the by-laws are silent
If a condo board does not use Confidentiality Agreements, and does not have an Ethics Review by-law, then a minority director on a condo boards may receive threatening or intimidating lawyer letters sent on behalf of the majority of the board.

Here is what one condo corporation's lawyer wrote to one director on 21 March 2017:

"RE: Taping Board Meetings and Communications with Owners

Please be advised that I am counsel for Toronto Standard Condominium Corporation XXXX.

It has come to my attention that you are taping meetings of the board of directors. YOU ARE HEREBY DIRECTED TO CEASE AND DESIST TAPING SUCH MEETINGS. BOARD DISCUSSIONS AND DISAGREEMENTS ARE CONFIDENTIAL MATTERS. ANY FURTHER TAPING OF SUCH MEETINGS WILL RESULT IN LEGAL PROCEEDINGS BEING COMMENCED AGAINST YOU.

It is also my understanding that you are communicating with owners regarding upkeep of the building. Maintaining good communications with owners by keeping them up to date on what is going on in their condominium is important, however the way this is done must be handled delicately to not to create mistrust amongst the owners and the board. The condominium corporation has retained Del Property Management Inc as its property manager, and Del Property communicates with the owners regarding this building, not you. PLEASE REFRAIN FROM ANY FURTHER DISCUSSIONS REGARDING UPKEEP OF THE BUILDING WITH THE OWNERS. DEL PROPERTY ACTS AS THE LIAISON BETWEEN THE BOARD AND THE OWNERS."

The two messages
The taping of a meeting where the person is present is not a criminal offense and now that almost everyone has a smartphone it is fairly common, especially where the person is at a meeting where she is swore at and intimidated by the majority. Threatening legal action appears to be a stretch.

As far as communicating with the owners, the lawyer did not threaten legal action if this continued, so the second part of the letter sounds like it is merely a request.

I find the wording "keeping them up to date on what is going on in their condominium is important, however the way this is done must be handled delicately". What could the word "delicately" possibly refer to?

Could it mean that the minority director has discovered that, in her opinion, the president is not acting in the best interests of the owners?

The rest of the message is clear. The lawyer is saying that the president tells Del what they should tell the owners and Del passes on the "correct" message. As a minority director, keep your mouth shut.

top   contents  chapter  previous  next