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  • Number of Board Members

    Posted by Maria Mirka on February 22, 2023 at 1:47 pm

    I was told that the Condominium Act specifies that the condominium corporation must be governed by a Board consisting of at least three directors. I have looked at both the Act and its regulations and cannot find the actual page or section where this particular number is specified. Is anyone able to direct me?

    Maria Mirka replied 10 months, 1 week ago 3 Members · 9 Replies
  • 9 Replies
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  • Dana Bouwman

    Member
    February 22, 2023 at 1:56 pm

    Hi Maria, Condo corps can have only one director if the bylaws allow it. Most condo bylaws require at least 3 or 5 board members, but that’s not required by condo legislation.

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    • Maria Mirka

      Member
      February 22, 2023 at 2:05 pm

      So it is the bylaws that usually state the minimum number of board members and not the Act or its regulations. Is that correct?

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      • Dana Bouwman

        Member
        February 22, 2023 at 2:14 pm

        The Act says that there has to be a board, it just doesn’t specify how many people need to be on the board.

        If the bylaws have a minimum number of board members listed then you have to meet that requirement otherwise any unit owner of the corporation could petition the court to appoint an administrator of the corporation (which is expensive).

        It’s ideal to have more board members than less because more minds tackling issues will hopefully lead to better outcomes. Having more board members also helps spread around the liability associated with being a board member of a corporation.

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  • Mark Hambridge

    Member
    February 22, 2023 at 4:44 pm

    Hello Maria:

    The Condominium Property Act specifies:

    “Board of directors

    “28 (1) A corporation shall have a board of directors that is to be constituted as provided by the bylaws of the corporation (emphasis added).

    “(1.1) At least 2/3 of the membership of the board of directors of a corporation must be unit owners or mortgagees unless the bylaws provide otherwise.”

    You should consult your bylaws to see what they say about the size of the board. If your bylaws are more than (say five) years old, consider updating them. There have been many changes to the requirements in the Act and Regulation; your bylaws may be outdated.

    As to the size of a board: it depends. My 175-unit condominium has a board of seven. We started with five members nearly 30 years ago. Consider the size of your development and what happens if one board member is away; can you make a good decision if there are only two members present? Do you have a large enough development to recruit five members?

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    • Maria Mirka

      Member
      February 22, 2023 at 5:23 pm

      We have an extremely small condo corporation and our bylaws do not specify how many members there should be on our board. Our community says that we can have any number of members on the board including the number 2 or 1! I felt this was wrong and there had to be at least 3 people on a board if the Act specifies that 2/3 of board members must be unit owners. What I am really getting at is this… the Act does specify a board must have at least 3 board members simply by stating that 2/3 of board members must be unit owners. Am I wrong in this assumption?

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  • Mark Hambridge

    Member
    April 23, 2023 at 11:39 am

    My apologies, M-M, for the late reply – I only just found yours. It seems we no longer get emailed notifications of responses …

    I looked again at the CP-A and CP-Regulation for further guidance. Section 33 of the CPA refers to the regulations for the initial bylaws of a corporation until new ones are enacted. The model bylaws say in Section 5 (of Schedule 4 ) that the board can consist of between 1 and 7 members, depending on the number of owners. This would seem to be the only ‘helpful suggestion’ as to the size of the board until you can pass a specific requirement by Special Resolution.

    There may be case law on the matter. On May 11, COF has an “Ask a Lawyer” online chat – I suggest you ask the question (submitted in advance) to the session, I think it will be of general interest because yours is probably not the only corporation experiencing the same lack of specific direction from the CPA.

    I think the best way to resolve the issue is by a special resolution in your ‘very small corporation’, setting the size of the board. I agree with you, three should be the minimum, but five would be better (in case of absence in an emergency decision-making situation).

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    • Dana Bouwman

      Member
      April 23, 2023 at 11:56 am

      Hi Mark,

      Just a heads up that you are referring to the default bylaws, which are only applicable if the condo corp doesn’t have its own registered bylaws. 🙂

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      • Mark Hambridge

        Member
        April 23, 2023 at 12:18 pm

        I’m aware of that – I referred to them as the model bylaws. They won’t help this situation much as the ‘extremely small condominium’ already has bylaws, probably needing replacement in other sections as well … The ‘default’ or ‘model’ bylaws seem to be the only guidance now provided by Service Alberta and the CPA&R.

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    • Maria Mirka

      Member
      April 23, 2023 at 3:40 pm

      Thank you so much everyone…these comments have been very helpful (as usual)

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