Article
June 09, 2005
Condominium Meetings
Part Two - The Board of Directors Meeting
In the first of a three part series on condominium meetings, we familiarized ourselves with the annual general meeting, which saw the board of directors elected for the upcoming year. With the newly elected Board in place, the running of the day-to-day business of the corporation can resume.
As previously mentioned, this business is conducted through Board of Directors Meetings. There is no scripted “magic number” that tells the board how many times they need to meet to effectively carry out corporation business; the nature of the corporation usually dictates this schedule.
You will notice that some of the meeting elements are similar to those of the annual general meeting, however there is no election of the board. The first step to a successful meeting is an accurate agenda that speaks to all business that needs to be attended to. It is prudent and effective to prepare and circulate the agenda, to the Board, prior to the meeting. Any information such as previous Board meeting minutes, current financials and other pertinent documents and reports should also be circulated ahead of time, so that board members have an opportunity to familiarize themselves with the information prior to the meeting. This planning allows for two things: (1) it allows board members the opportunity to familiarize themselves with the information prior to the meeting and (2) it creates an opportunity to gather additional information based on questions that arise from the circulated material. Both of these actions facilitate the meeting by allowing board members to come prepared for discussion and decision-making.
Board meetings typically occur in person, however board members can also attend by conference call. Additionally, the board can act by using a written resolution signed by the board members. Like the annual general meeting, board meetings also require a quorum of board members in attendance before the meeting can be convened. This quorum can typically be found in the corporation by-laws. Once a quorum has been established, the meeting can be legally convened. At this time, the chair can call the meeting to order, which is more often that not, chaired by the president or vice president; alternately the board can appoint a chair.
If there are any guests attending the meeting, the chair can introduce them at this time, unless the guests have been scheduled for a set time during the meeting. Proceeding, the agenda can be adopted as amended or circulated. If a draft copy of the previous meeting minutes has been distributed, the reading of the minutes can be dispensed with and they can be approved as distributed. If there are any errors or omissions, they can be noted at that time and the minutes can then be approved at amended. It is important to remember that all meeting business is conducted through motions, which are passed with a simple majority. Each Board member is allowed one vote, however, adopted procedures will allow the chair to cast a second vote to break a tie if necessary. It is essential that board members do their due diligence by voting either the affirmative or the negative; abstentions should only be used in the case of a conflict of interest.
If there is any business arising from the minutes, it can be dealt with at this time. The next order on the agenda could be the review of the most current financials. Here again, if the financials have been distributed prior to the meeting, the Board has had the opportunity to review them. The consistent review of the financials ensures that:
• the expenditures have been approved and are in keeping with the current budget,
• the receivables are kept in check,
• investments are timely and appropriate, and
• the Board is able to makes timely adjustments to the expenditures and contributions, if necessary.
Once the financials have been reviewed and discussed, the treasurer can make a motion to accept them as presented.
The next order on the agenda might allow for the Condominium Manager’s Report, which can include, but not be limited to items such as:
• Correspondence received from owners since the last meeting,
• Correspondence sent to unit owners on behalf of the board,
• New owners,
• Contractors’ reports, quotes and recommendations, and
• Any other business or activities undertaken on behalf of the board
The agenda item, New Business, will bring forth any concerns, complaints, request, etc. Based on discussion and motions, the board will direct the condominium manager to respond or act accordingly. It is important to remember that the condominium manager takes his/her instruction from the Board, however a good manager will make certain to provide the Board with the necessary information to make informed decisions that should result in the best interest of the corporation.
The succinct and accurate recording of the meeting minutes is vital. It is essential, however to keep in mind that confidential business must remain so. For example, complaints regarding other owners should be noted in the minutes, however the party bringing forth the complaint should remain anonymous. The secretary or the person responsible for taking the minutes should prepare the draft of the meeting minutes and forward a copy to the condominium manager shortly after the meeting, so that the manager can act on the Board’s directives. A copy should also be sent to all board members, so they too can follow up with any actions approved at the meeting.
Once all of the new business had been discussed, the Board can lastly set the date, time and location for their next meeting. With all the business transacted, the chair may adjourn the meeting without a motion. Proper business etiquette dictates that meetings should follow the scheduled time allotted for in the agenda. If there is new business that was not discussed, due to time constraints, this business can be tabled for the next meeting or another meeting can be called. However, a realistic agenda and proper chairing can ensure that a meeting is run effectively and efficiently.
Well-executed meetings are an effective way to communicate and conduct business. Board members should bear in mind that any business that is important to the unit owners should be imparted through community newsletters, notices or letters.
Stay tuned, in the third and last part of the Condominium Meetings Series, we will get acquainted with the Extra Ordinary General Meeting and the Town Hall Meeting.
Marc Bateman, BA, ACCI, CPM, is the President and Broker of Acclaim Condominium Managers. He holds a Bachelor of Arts degree and the following industry designation: CPM (Certified Property Manager), ACCI (Associate of the Canadian Condominium Institute), CMOC (Certified Manager of Condominium) and ARM (Accredited Residential Manager). Ana Bateman, BSc, MEd, is an Agent and the Managing Director with Acclaim Condominium Managers, which has specialized in Condominium Management in Calgary and surrounding areas for the last decade.