Governance

July 24, 2024 Published by London and Area Chapter - By Trish Kaplan

A Corporation’s Governing Body

From the CCI Review 2023/2024-4 June 2024 issue of the CCI London Chapter

Directors of a condominium corporation make up the governing body, elected by the owners, to directly manage the affairs of the corporation or, more commonly, to oversee management carry out directions as agreed upon by the board.

As a volunteer director elected by the owners in your condominium, your earliest introductions to the responsibilities you are undertaking may be from conversations with a current director of your board who approached you about a role you might play in your community.

Once elected to a condominium board and when the condo corporation adds their name to the corporation’s profile when filing a Condo Return or Notice of Change with the Condominium Authority of Ontario (CAO), an email invitation is sent to the director.

Information to File a Return and the penalties involved for late filings can be found here.

Mandatory ONLINE Director Training

Once directors have been elected to a condominium board, they must complete the training within six (6) months of being elected, appointed, or re-elected unless they have completed the training within the preceding seven (7) years to meet the standard of care as defined by the Condominium Act and run the corporation according to governance best practices. So, Directors who remained on the board after completing the Director Training in 2017 are due to navigate through it again – 7 years later. CAO monitors their completion. Every board should be aware there are consequences when a director does not complete this training.

While this online training is mandatory for directors, it is also available to anyone at anytime. It includes 21 easy-to-follow e-modules that cover important topics and can be taken at your own pace. It’s something that might well serve owners in their quest to know and understand what directors and managers do on their behalf and might even provide some encouragement to participate as a volunteer for the board – knowing in advance the roles and responsibilities can make that search a bit easier.

The position of a director is serious and purposeful. It is comparable to operating a small city, with all of the ins and outs, planning, responsibilities and decision-making on your shoulders. Doing it correctly and in accordance with the Condominium Act, the corporation’s governing documents and all the resources available will ensure your success and the safety of the investments you and your owners have made in your units.

The training, as well as other resources available will make what you have to say and offer more compelling and bring strength to your decision-making. Education and knowledge is powerful!

Every director’s voice is and should be productive during a board meeting, not afterwards as a grievance in the community. Decisions are made by the majority of the board and as such everyone should be heard. Thereafter, when decisions are made, whether or not everyone is agreeable, it’s up to every board member to follow through with those made by the majority.

Every single member of the board is one of a partnership whose role is to lead and generate excellence in what they do for the community. Their decision-making can be made easier by information provided by managers and staff who also have a role in the partnership.

Communities are diverse and as such we should embrace all for the knowledge, energy and talents they lend. Passion for what you do can be a key to introducing others to the CCI Review 2023/2024-4 June 2024 Page 17 partnership that a community should be. Getting better acquainted with your owners and their individual expertise could result in an incredible source of experience and more importantly, participation.

Missed Board Meetings

Corporation by-laws generally detail the process the board follows relative to board members and missed meetings. Where they do not, it can be problematic; however, there are best practices to discuss and resolve appropriately. At the very least, missed meetings can be disruptive to the business of the corporation.

It is important, however, that consideration be given because we can’t imagine and certainly cannot assume or judge what another is going through to make the meetings they miss purposeful.

It is recommended that a private courtesy conversation with the corporation’s President (or Board’s chair) be carried out in order to understand the reason. A calm and productive conversation with the member, without accusations or discord, is more than likely sufficient to determine the problem. Most reasons are understandable; however, it is important for the board to know, so they may choose how to move forward to carry out the corporation’s business.

Pursuant to subsection 34(1) of the Condominium Act, 1998, a board does not have an obligation to fill the vacancy and the remaining directors can continue to exercise all the powers of the board as long as the board still has quorum. The majority of the remaining directors can decide to appoint a person qualified to be a member to fill the vacancy until the next AGM.

Bullying and Abusive Meetings

Unfortunately, bullying and abusive treatment is not specific to any workplace, person, or member of a community. Every complaint or experience of bullying and/or abusive behaviour can have a devastating effect. When it happens at board meetings or with/among residents in the community, it should be called out and stopped immediately. A volunteer’s experience is equally as important as that of a paid worker. Healthy relationships are everyone’s responsibility to make our communities a place of peaceful enjoyment for all.

Successes and Good Behaviour Should be Applauded

Sadly, complaints often take precedence over the successes. Every member of the community wants to, and needs to, know that the board is looking after their best interests responsibly.

For those of you who have served for one term or more, you know that there is more work than you could possibly have imagined or understood and even more frustrating than you would have considered. However, it is important for you to be secure in the knowledge that what you are doing is important and hopefully, appreciated in your communities.

Boards should take every opportunity to applaud the accomplishments with the owners. Community Newsletters, Emails and AGMs are great places to engage the owners as to what the board is doing towards their responsibilities to protect the community and the investments made. To know that directors are pursuing opportunities to learn should be celebrated. Reports on projects, either completed or in the works, and achievements are valuable to your owners. They take these reports as very positive signs of prosperity in the community.

While there is no obligation for owners to compliment the board on what they have done on their behalf, it would certainly not go amiss. Most owners lack an understanding of what volunteer directors actually do and perhaps would not have reason to enquire.

Once again, it is the writer’s opinion that education of owners, as well as directors, at every opportunity can create positive outcomes.

It gives us pleasure to relate to owners in this forum that many directors, where a corporation is a member of CCI, are taking advantage of in-person education seminars for the benefit of the communities they serve and the opportunities to connect with professional and business members in our communities.

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Trish Kaplan, CCI (Hon’s) is the parttime Administrator of the Chapter.; having served in the position from April 2003 to September 2010. She received the CCI Distinguished Service Award from CCI National in November 2006.

Trish served as a director on the chapter board from 2010-2015 and was subsequently returned to the position of Administrator.

Trish is a condominium owner, served as a director in the corporation she resides in for a time and is a retired condominium manager. Her experience in different areas of condominium continues to be a benefit to the chapter and its members.