With today’s technology, it is very easy for anyone to participate in meetings by telephonic, electronic or other communication means. We are often asked by condo directors whether it is possible to hold their board meetings electronically as opposed to having in-person meetings. The answer is yes, provided that the following conditions are respected.
Section 35(5) of the Condominium Act, 1998 specifically provides that a meeting of directors can be held by teleconference or another form of communications system that allows the directors to participate concurrently if,
- the by-laws authorize those means for holding a meeting of the directors; and
- all directors of the corporation consent to the means used for holding the meeting.
Subject to the corporation’s by-laws, a director participating in a meeting by electronic means is deemed to be present at the meeting. Such a director may exercise his or her voting rights as if he or she was physically present in the room.
Since the Act requires that the directors participate concurrently, board meetings cannot be held by e-mails. A decision taken secretarially by e-mail should be ratified at the following board meeting.
Corporations that do not have a by-law authorizing participation to board meetings by electronic means should consider adopting such a by-law. Allowing remote participation may attract new board candidates such as snowbirds or business travelers who would normally not consider joining the board.
