Sunday, October 4, 2009

How Many Condo Directors?


The Condominium Act 1998 mandates that a board must have at least 3 persons.[1] However, the By-Laws of a condominium corporation may increase this number.


For a board of directors meeting to be legitimate or in legalese "duly constituted," a quorum of the board has to be present (i.e., the minimum number of directors present at the meeting), and the quorum is a majority of the members of the board.[2]


If there are only three members on the board (as the minimum number required by the Act), the quorum will be the majority, i.e., two persons.


If the board consists of four members, the majority will be three persons, not two persons. Think about "majority" as "more." Here, "the majority has to be present" simply means that "more people present than absent." If two persons present and two persons absent, then the number of persons present is not more than the number of persons absent, so there is no majority, thus no quorum.


If the board consists of five members, then the quorum is three persons.


Since the quorum is the same for even number of persons and the next odd number, it is obvious that it is advantages to have odd number of persons on the board of directors because this will diminish the chance of a board meeting being called off because of not enough directors present (i.e., in legalese: a quorum is not present).


For a 4-member board, two directors absent will not meet the quorum. But for a 5-member board, it takes the absence of three directors to not meet the quorum.


The same can be said for a 7-member board rather than a 6-member board, a 9-member board rather than an 8-member board, etc.


If a board consists of only three directors (the minimum number required by the Act), it only takes one director's resignation (or, touch wood, untimely death) to make the condominium corporation violate the Act.


Since it is very hard to find people to be a director of the board, so five appears to be an optimal number. Perhaps that’s why most condo builders set the number of directors at five in a By-Law of the condos they build.



[1] Condominium Act 1998, Section 27, subsection (2):
The board shall consist of at least three persons or such greater number as the by-laws may provide.


[2] Condominium Act 1998 Section 32, subsection (2):
A quorum for the transaction of business is a majority of the members of the board.




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