Who Can Sign Status Certificates?
As with most operational questions in the condominium realm, a good place to start is to review the corporation’s by-laws. Most condominium corporations have a “comprehensive by-law” (normally By-law No. 1) covering many day-to-day procedural matters and general “housekeeping” of the corporation. A typical comprehensive by-law can appear overly lengthy, but its value is not to be underestimated. It functions as a “book of procedures,” and is the type of document that is too often overlooked, until it is needed. Among other things, such by-laws typically govern matters pertaining to notices, meetings, votes, Directors’ terms, duties of the corporation, powers of the corporation, roles of the officers, collection of common expenses…and signing authority. Often, the comprehensive by-law provides additional substance or detail respecting issues set out in the Condominium Act.
Again, one of the matters typically addressed in the comprehensive by-law is signing authority. Sometimes, the by-law includes a specific provision dealing with the execution of status certificates and other “day-to-day” documents, such as notices of lien and discharges of lien. The by-laws will also often contain language allowing the Board to determine signing authority (for a particular document or class of documents). For instance, the by-laws may provide that any person may be authorized by Board resolution to execute status certificates. It is common for the property manager to be given this type of delegated authority to sign status certificates. In addition to the by-laws, the management agreement typically speaks to the issue of authority to sign the status certificates; but of course you will want to be sure that the management agreement is consistent with your by-laws.
Some managers and boards may prefer that the manager handle the entire process of preparing and executing the status certificates. In other cases, the Board may prefer to have the status certificates signed by a Director.
Whatever approach is preferred, our recommendations are as follows:
- Check your by-laws, and make sure that any required Board resolution (or by-law amendment) has been passed respecting authority to sign your status certificates.
- Whoever signs your status certificates, make sure that you have a good system in place to ensure that the person doing the signing always has all of the corporation’s current knowledge relevant to the status certificates. This may include knowledge of all members of the corporation’s “management team”, including the Directors, Officers and Manager.