The CAT Offers Some Direction About Minutes
In addition to stating that Minutes must be kept, the Condominium Act also says that the Minutes (and all required records of a condominium corporation) must be “adequate”. Furthermore, under it’s jurisdiction relating to records, the Condominium Authority Tribunal (CAT) can determine whether a condominium’s records meet this requirement for adequacy.
In the recent case of Mawji v. York Condominium Corporation No. 415, the CAT offered some direction about requirements that must be met for Board Minutes to be considered “adequate”.
In the Mawji case, it appeared that the Board had made some “ad hoc” decisions outside of Board Meetings, and those decisions had not been recorded in Board Minutes. The CAT did not comment on this practice of making decisions outside of a Board Meeting, but said:
…an adequate record of a board meeting is a document with sufficient detail to allow the owners to understand what is going on in their corporation, how decisions are being made, when the decisions are made and what the financial basis is for the decisions.
The CAT said that, to meet this principle, all decisions of the Board had to be recorded in Board Minutes. Furthermore, the CAT said:
The minutes provided in this case include little if any information about what was discussed or decided about each point on the agenda. For example, on such an important topic as the special assessment payments and schedule, the information is scant and incomplete unless read together with the letters from the board to the owners.
Essentially, the CAT was saying that Minutes must contain sufficient information to properly understand the topics discussed and the decisions taken.
The CAT went on to say:
Finally, in reviewing the Applicant’s suggestion that the minutes are not adequate because they do not include the date of the minutes approved and are not signed, I agree that the failure to include the dates creates some uncertainty about which minutes were adopted by the board. Further, that a best practice could include signed minutes as suggested in Wei v. Toronto Standard Condominium Corporation No. 2297 (2021 ONCAT 8). However, I conclude that these defects in and of themselves may not affect the adequacy of the minutes if the record otherwise met the more significant criteria of including a full listing of the board’s decisions and a reasonable overview of the business conducted by the board.
In summary, my “takeaway” from the Mawji case is that Board Minutes must contain sufficient detail to understand the Board’s decisions. Furthermore, all of the Board’s decisions must be recorded in Minutes.
In my view, tentative decisions can be made (for instance by email) “between Board Meetings” as long as all Board members accept this procedure and as long as these tentative decisions are ratified at a subsequent Board Meeting. This is a good, efficient way to “get things done”, as long as all Board members are comfortable with the process (and provided there is no apparent risk that a tentative decision won’t be ratified at a meeting!). If in doubt (in a given case), I recommend that decisions be made at a formal Board meeting.
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