Efficient Decision Making Between Meetings

Introduction

In 2024, I wrote an article addressing efficient decision making between meetings, prompted by a recent BCCRT decision that reinforced a crucial point: decisions made outside of properly convened meetings, without delegated authority, are not valid. Through conversations with Community Association Managers (CAMs) from various companies since then, I’ve noticed a widespread misconception among condo board members worldwide. Many believe that reaching consensus via email or informal discussions among a majority of members is enough to make a binding decision, and that these communications should be shielded from owner or resident scrutiny.

Property managers frequently report challenges in encouraging clients to make decisions during official meetings. Some managers have even found themselves in difficult situations after acting on instructions given informally, only to encounter disagreements when the decision was later brought to a meeting for ratification—highlighting the risks of relying on invalid decisions.

The reality is straightforward: while board members are elected to govern the condominium association, their authority is exercised collectively, not individually. Outside of a properly convened meeting, individual board members have little to no authority—much like directors of a major corporation. For example, a Google board member cannot unilaterally acquire a company or sell assets; such actions require board approval. The same principle applies to condominium boards, even though some members mistakenly believe they can make purchases or approve expenditures without formal consent from the rest of the board.

Using this analogy often helps clarify that property managers are not creating unnecessary obstacles. Adhering to the principles of efficient decision making between schedule meetings is not only a legal requirement but also a practical and beneficial approach.

Decisions Made Outside of Meetings Are Not Valid

In most parts of Canada and the USA, condo boards cannot make decisions without a formal vote at a properly called meeting. While some jurisdictions or association types allow bylaws that permit decisions outside of meetings, in British Columbia, the courts have made it clear: a decision made outside of a meeting is not valid until it is ratified at a duly called meeting.

An Email Poll Is Not a Meeting

I often receive emails from clients stating that the board has voted by email and decided to proceed with a particular quote or project. Unfortunately, an email poll usually does not constitute a valid decision.

A frequent question I get from fellow property managers is, “How do you create minutes from an email decision?” This confusion—especially around documenting when a meeting was called to order or adjourned—shows a misunderstanding: an email poll is not a meeting. Don’t make this mistake.

A Superior Court of California decision held that while is is permissible for an HOA board to conduct discussion by email, their decisions must be made in open meetings, proving proper notice. HOAleader.com published an informative article that explores both the similarities and differences among HOAs across various states in the USA. The article also offers practical advice on best practices for conducting business via email. Check it out here.

Email Meetings

Holding a meeting by email is technically possible if local regulations allow meetings to be conducted by electronic means. However, it’s important to carefully review relevant laws and recent decisions for your jurisdiction before proceeding. For example, in British Columbia, a Civil Resolution Tribunal (CRT) decision found that meetings cannot be held by email because participants are unable to communicate simultaneously. Fortunately, this decision is not binding on other strata corporations. The implication that only meetings with everyone speaking at once are valid is misleading, as the actual requirement in the Standard Bylaws is simply that members must be able to “communicate with each other”. However, the decision does indicate that the Civil Resolution Tribunal (CRT) may scrutinize meetings conducted exclusively by email—particularly if the process resembles an email poll rather than a properly convened meeting. It is likely that concerns about the informal decisions conducted over email that were not conducted in a properly convened email meeting were the real reason for the decision, even though the written decision may have emphasized a different aspect.

In Ontario, a Condo Authority Tribunal (CAT) decision examined whether emails exchanged during an email meeting are considered records of the corporation. The CAT determined that the Condominium Act does not obligate a corporation to keep transcripts of meeting discussions, which means there is no requirement to retain email discussions from an email meeting as a transcript. However, this decision underscores the importance of following proper procedures when conducting email meetings. It is essential that the minutes clearly document that votes were taken, just as they would be for an in-person meeting. Essentially, the minutes for an email meeting should be formatted the same as those for any other meeting—the only difference being the meeting’s venue.

A valid meeting held by email must follow the same procedures as any other meeting: issuing a call to order, moving and seconding motions, conducting and recording votes. All participants should be able to communicate with each other in real time, similar to a phone or video conference. Because email threads can quickly become unwieldy, it’s best to use email meetings only for straightforward decisions where discussion has already taken place, minimizing the amount of back-and-forth that needs to be captured in the minutes.

In summary, while it is possible to hold a meeting by email under the right circumstances, you must ensure the process mirrors the formal requirements of any other meeting to ensure the decisions are valid and the minutes are accurate.

Observers at Email Meetings

There’s a lot of focus in our industry on how to conduct meetings by email, but one key issue that often gets missed is the right of voters to observe these meetings. In most jurisdictions, voters must be allowed to attend meetings as observers. Beyond the commonly overlooked step of notifying voters about the timing of an email meeting so they have a chance to attend, there’s a bigger question: is it really worth the risk to the board if an owner wants to observe an email meeting? Most board members aren’t keen on receiving direct emails from owners, and allowing an observer means CC’ing them on every message during the meeting. This can get tricky. If you share documents containing personal information, you might accidentally send them to the observer, breaching privacy. You might forget to include the observer in follow-up replies meant only for the board, potentially invalidating the decisions made at that meeting.

Given these practical challenges, I strongly suggest that email meetings should be used only in rare, urgent situations, or when the matter has already been informally discussed and the email meeting is just to formalize the decision. Even then, it’s better to try a quick phone call, video conference, or even a brief in-person meeting, like gathering in a board member’s driveway, to avoid these complications. Alternatively, consider using a secure portal or discussion board where participants can communicate and vote without exposing personal email addresses or risking accidental disclosure of private information or missing someone from the conversation. If your jurisdiction permits altering voter’s rights to observe meetings in the bylaws, consider amending the bylaws to clarify how those rights are altered for an email meeting.

Ad Hoc Meetings

In my experience, there is often resistance to holding ad hoc meetings when an important decision needs to be made before the next scheduled council meeting. However, once I explain the process and help facilitate the first ad hoc meeting, most clients quickly see the benefits and become supportive of this efficient approach. The main concern I hear is that not everyone may be able to attend. But it’s important to remember that these meetings are usually called for a specific purpose—often to finalize a decision that has already been discussed and where consensus has been reached.

Under the Standard Bylaws in BC, any council member can call a council meeting by giving at least one week’s notice to the other members. For example, if a decision needs to be made on a window cleaning proposal, any council member can call a brief meeting—this could even be held by phone and last just a few minutes. This flexibility means that attendance is rarely a significant issue, and as long as quorum is met, the meeting can proceed to make a valid decision. This approach ensures decisions are made properly and avoids the pitfalls of making invalid decisions through email polls.

Ad Hoc Meetings for Bylaw Enforcement

Property managers are frequently asked to impose bylaw fines on residents between board meetings. However, this approach is improper in most jurisdictions, as the principle of “innocent until proven guilty” underpins the legislation governing community associations. Most governing laws require that residents be given due process and an opportunity to respond before any enforcement action, such as a fine, is taken. Courts and tribunals regularly overturn decisions made informally or without following the required procedures.

Despite this, there is often pressure on the board to act quickly when a bylaw infraction is alleged. Instead of resorting to informal decisions by email or phone, the council should use ad hoc meetings as a valid and efficient solution. These meetings can be called on short notice—by phone or electronically—provided quorum is met and proper notice is given according to the bylaws. For example, if a resident is moving out soon and has been caught on security cameras damaging common property, it may not be practical to wait for the next regular meeting. However, making a decision via email poll is not legally valid. Instead, holding a brief, properly convened meeting to formally decide on actions—such as charging the resident for repairs or imposing a fine—ensures the decision is both timely and legally sound.

Delegation

Delegation of authority is surprisingly underused by condo boards, even though they’re actually delegating responsibilities every time they approve a contract—especially management contracts, which hand off many duties to the property manager. When it comes to small decisions, like buying a light bulb or replacing a doorknob, calling a full meeting or involving the property manager can be excessive. Instead, boards should consider formally delegating authority for minor expenditures to specific board members or to those responsible for certain areas. This delegation should be intentional and clearly defined.

Some boards allow individual members to make spending decisions on any item authorized in the budget, up to the budget’s maximum amount. While this can speed up decision-making, it also increases the risk of abuse and scrutiny from owners, which can lead to more tribunal or court involvement. On the other hand, boards that refuse to delegate any authority and insist on holding meetings for every decision often end up making invalid decisions between meetings, especially when emergencies like repairing broken laundry equipment arise. They might justify these purchases were made in response to an emergency, but can be caught off guard when someone questions the decision, expecting, for example, that the funds would be used for more efficient or brand-new equipment, rather than refurbishing a machine that is well past its expected useful life.

A balanced approach works best: thoughtfully decide which matters should be delegated, set clear spending limits, and require delegates to consult the board when necessary. It’s also wise to require that delegates use only board-approved vendors or those with proper insurance coverage. For practical guidance, my original article includes sample resolutions that boards can use to formalize delegation. Check it out for more details.

Conclusion

Before holding meetings by email, it’s important to confirm whether your local laws, court rulings, or tribunal decisions allow for such meetings. Some jurisdictions require business to be conducted in person. If holding meetings over email are permitted, ensure you follow the same formal procedures as you would for an in-person meeting: properly call the meeting, provide notice to allow observers, and accurately record votes in the minutes.

For minor matters, consider formally delegating limited decision-making authority to board members to streamline processes. However, always balance convenience with safeguards to prevent misuse of delegated authority and to protect both the board and owners.

With the rise of technology, there are now many ways to conduct business. However, when it comes to making decisions efficiently and properly, sometimes the simplest solution is best—a quick two-minute meeting by phone, video conference, or even in someone’s driveway can move things forward smoothly and validly.