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Home COFSAB Forum Legislation, Bylaws and Rules Can the Size of the Board be Set by Resolution? Reply To: Can the Size of the Board be Set by Resolution?

  • Karen

    Administrator
    April 10, 2022 at 4:05 pm

    MarkH

    The Condominium Property Act reads:

    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.

    The Regulation doesn’t seem to provide further direction as to the composition of a Board.

    In my opinion, if your AGM passes a motion to set the number of board members at five before the election of new board members, the election would be for five members – and thereafter, unless a subsequent meeting sets the number at another figure, by resolution; in the case of your bylaws, between three and seven. On the AGM agenda, that resolution should precede the election.

    Our bylaws read ‘The Board shall consist of between five and seven unit owners or spouses of unit owners … and the board shall be elected at each general meeting’. We started out with five members in the initial bylaws (no flexibility) and subsequently adopted the (abbreviated) phrase just mentioned. Subsequently, the board was increased to seven, to spread the workload and to ensure each of our three buildings was represented. It also allowed absentee members not to impair a quorum. The minutes of last year’s meeting show that there were seven nominations, so the new Board was acclaimed.

    With regard to similar wording in bylaws drafted by different lawyers, I was told several years ago and in another context that legal drafters use phrases that have been proven to be acceptable in the courts. The result is stilted and old-fashioned language rather than modern ‘simple English’ which we lay people would prefer.

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