Condominium Board of Directors in Alberta
Here are the key points regarding the Board of Directors:
- Constitution of the Board: A corporation must have a board of directors as specified in its bylaws.
- Composition of the Board: At least two-thirds of the board membership must consist of unit owners or mortgagees, unless the bylaws state otherwise.
- Duties of Board Members: Every board member must act honestly and in good faith, with the best interests of the corporation in mind. They are also required to exercise the care, diligence, and skill that a reasonably prudent person would demonstrate in similar circumstances.
- Conflict of Interest: If a board member has a material interest in any agreement, arrangement, or transaction involving the corporation, they must declare their interest to the board, refrain from voting on matters related to that agreement, and not be counted for determining quorum regarding that specific matter. However, this does not apply if the board member’s material interest arises solely from owning a unit.
- Filing of Board Information: The corporation is required to file a notice, within 30 days after the annual general meeting, at the land titles office, stating the names and addresses of the board members. If there are any changes in the board membership, member names, or addresses, the corporation must promptly file a notice reflecting those changes.
- Protection for Bona Fide Third Parties: A third party dealing at arm’s length with the corporation and without notice of any restrictions or directions is not liable or affected by any breach or failure to follow such restrictions or directions by the corporation.
- Validity of Actions: Acts performed in good faith by the board are considered valid, even if it is later discovered that there were defects in the election, appointment, or continuation in office of any board member.
It’s important to note that the specific requirements and regulations may vary based on the jurisdiction and the corporation’s governing documents. It is advisable to consult the relevant legal documents and regulations specific to your situation for accurate and up-to-date information.