Expectations For Individual Directors
by Audrey M. Loeb
In our practice it is not uncommon for board members and unit owners to complain about the conduct of their colleagues or representatives on the Board of Directors. We have tried to compile a guide for board members which we hope will be a useful tool for those who are struggling with defining the responsibilities of the members of their Boards of Directors.
Members of the Board of Directors of a condominium corporation are responsible for the management and administration of the affairs of the condominium corporation as prescribed by the Condominium Act, 1998 and the declaration, by-laws and rules of the condominium corporation.
Board Members, in carrying out their duties, should be committed to the following principles:
- Loyalty to the Board of Directors;
- Exercise duties honestly, in good faith, and in the best interests of the condominium corporation;
- Represent the interests of the unit owners and the condominium corporation as a whole and not any individual constituency;
- Respect the responsibilities that have been delegated by the Board to the Manager and avoid interfering with the Manager's responsibilities;
- Work positively, cooperatively, and respectfully with other Directors, the Manager and staff;
- Understand and comply with the provisions of the Condominium Act, and the declaration, by-laws and rules of the condominium corporation;
- Understand and comply with the provisions of the Condominium Act and the corporation's by-laws regarding confidentiality and conflict of interest;
- Support the decisions of the Board once they have been made and refrain from discussing divisions of opinion outside the boardroom;
- Become more educated and informed about the operations of the condominium corporation and the key issues that affect the unit owners, the condominium corporation and management;
- Act in a way that enhances the confidence and trust of others in the Board of Directors, the unit owners, management and staff.
- Fulfillment of Board member responsibilities requires an average commitment of 5-8 hours per month.
Board member's participation should include:
- Attending each regularly scheduled Board meeting and maintain an attendance record of at least 75%. When unable to attend a meeting, advise the Chair through the management office.
- Being prepared for meetings.
- Applying skills and knowledge to actively participate in discussions and deliberations.
Board members should always:
- Recognize and respect that other Board members have differing opinions.
- Respect and consider the opinions expressed by fellow Board members.
- Treat other Board members, management and staff with courtesy and respect.
- Be willing to engage in constructive dialogue with the Board Chair on.