Dealing with a problem director on the board

Aformer board member intends to stand for election to the board at the next annual general meeting. She has shown herself to be confrontational and nitpicks everything. Our excellent property manager has threatened to resign. Two excellent directors have threatened to step down if she is elected. If she is elected, can the board remove her?

In most circumstances a board cannot remove a director elected by the unit owners. A board may, however, pass a bylaw stating that compliance with certain stipulated standards of conduct is a qualification for a person continuing to serve as a director. The bylaw could state that a failure of a director to correct any non-compliance within a stipulated period of time following notice of the non-compliance from the board will enable a majority of the directors to pass a resolution removing the director from the board. The bylaw should give the director the right to make representations to the board in opposition to the board’s intent to secure a vote for the director’s removal.

I intend to seek election again as a director on our condo’s board. Am I entitled to campaign doorto-door, and collect proxy instruments naming me proxy for those owners who do not intend to attend the annual general meeting? There is no such prohibition in our declaration.

In the absence of a declaration or rule restriction, there is nothing in the Condominium Act that prevents you from campaigning doorto-door and collecting proxies.

Our common expense contributions have risen 8.5 per cent to cover new hallway carpeting and wallpaper, replaced on the advice of an engineer. Did the board have the authority to proceed without a vote of the owners?

If the board, perhaps assisted by the advice of an engineer, determined that the carpeting and wallpaper had deteriorated to such an extent that replacement was necessary, it was obligated to proceed without advising the owners or seeking a vote. On the other hand, if the replacement was not necessary but the board wished to upgrade or improve the hallways, it could not do so without complying with section 97 of the Condominium Act. Section 97 includes a requirement that the owners be advised that the board will hold an owners’ meeting to vote on the work upon receiving a requisition for such a vote from owners of at least 15 per cent of the units.

I am a director and have recently discovered that our property manager did not advise the board of owners’ complaints about noise caused by another director. The property manager states that he could not advise the board because of privacy laws. Is he correct?

No. Informing the board of noise complaints by unit owners would certainly be an obligation of the manager under his management contract. I am unaware of any privacy laws that would prevent the manager from fulfilling his reasonable management responsibilities.

We have received government approval to increase our board from three directors to five. Must the three current directors be re-elected, even though their terms have not expired or do we simply elect the two additional directors?

The number of directors may be increased by amending the corporation’s bylaws. Government approval was not required. There is no need to re-elect existing directors whose terms have not expired. Lawyer Gerry Hyman is a former president of the Canadian Condominium Institute and author of Condominium Handbook. Send questions to gerry@gerryhyman.com or fax to his attention at 416-925-8492.