Concerns re: Proposed Condo Act Amendments – Concern #4

As mentioned in previous posts, Bill 106: Protecting Condominium Owners Act was introduced in the Ontario Legislature on May 27, and the full text of the bill is now available here. If passed, this bill will make crucial changes to the administration and operation of condominiums, which will affect both condo corporations and owners across Ontario.

Many of the proposed Amendments to the Condominium Act, 1998 (“the Act”) look very good to me. However, I do have some concerns. This is my blog post on Concern #4.

Concern #4 – Board Meetings by Teleconference

Currently, Section 35(5) of the Act says that Board meetings can be held by teleconference (or other form of concurrent communication) if:

1. The by-laws authorize such means for holding the meeting; and
2. All directors consent.

The proposed amendments to the Act include the following change to Section 35(5): the need for a by-law (to authorize meetings by teleconference or similar means) would be eliminated. Meetings by teleconference (or similar means) would be permitted, whether or not the by-laws allow for such, as long as all directors consent.

This is certainly an improvement. But I’m still concerned about the need for all directors to consent. It seems to me that, in this 21^st century world, directors should be entitled to attend Board meetings by teleconference (or similar means) as long as this won’t cause undue hardship to the condominium corporation or to the other directors. By “undue hardship”, I’m thinking of an unusual means of communication that would be very expensive or difficult to accommodate. I don’t think one director should be able to prevent another director from attending a meeting by teleconference (ie. by refusing consent), unless there’s a good reason to refuse.  

I think perhaps my concern could be resolved by adding the words “which consent will not be unreasonably withheld” to the proposed amendment. Now, the counter-argument is that all directors have a duty to act honestly and in good faith; so this may require directors to consent to another director’s request to attend a meeting by teleconference or similar means (unless the refusing director has a sound reason for refusing consent). But I’d still prefer to see those words – “which consent will not be unreasonably withheld” – included.