For Busy Boards: Benefits of Working in The Cloud

In Ballingall v Carleton Condominium Corporation No 111, 2015 ONSC 2484 (CanLII), the Ontario Superior Court of Justice recently provided some helpful guidance on how reasonably prudent Board members of condominium corporations ought to act. 

Although these requirements were framed by the Court as a list of “what not to do,” it is arguably more constructive to frame these requirements in positive terms. Accordingly, reasonably prudent director of a condominium corporation acts as follows:

• promotes consensus-building as well as the collegiality, the cohesion and the good functioning of the Board;
• works in solidarity with the Board and take steps to promote the trust of the owners;
• ensures accuracy as to the Board’s responsibilities and their efforts to meet those responsibilities when communicating with owners;
• maintains the confidentiality of documents provided to the Board;
• implements the advice of the corporation’s experts and does not substitute his/her own advice or mislead owners about this advice;
• puts the interest of the ownership (including all categories of owners) ahead of personal interests (including financial ones); and
• seeks “compromise that respect[s] the disparate, but legitimate, interests of all unit owners in the context of the community established by the Corporation’s Declaration, By-laws, and Rules” (see paragraph 15).

One of the main themes that emerge from this list is that Board members must together consider the various interests of stakeholders in the condominium community, do their best to reconcile them and find compromise, then act in unison to implement this compromise.

Although this work is challenging, it is important for each Board member to remember that she/he is not alone. Each member has the support of the other members of the Board, together with the support of property management and the condominium corporation’s experts. Through collaboration and a team approach, it is possible to find a solution to many issues.

Although collaboration can be time consuming, we are fortunate to live in a time when exchanging information is facilitated by technology and online tools. For example, some Boards may find it helpful to use Google Drive or Microsoft OneDrive to create text documents and spreadsheets, and to then share and collaborate these documents with other Board members and property management. Because all changes are being made to one central document, this saves editing time and avoids misunderstandings related to the currency of different versions of the document.

Similarly, a Board may record minutes in a shared Google Doc, which is then printed for signature once everyone on the management team has made their changes and the minutes are verified at the next meeting.

Other examples of online applications include:

• Kanbanchi: A task management tool with lists and cards to help track the projects and initiatives that the Board would like to take on. This tool can also be used to track deadlines and assign responsibility for tasks.
• RealtimeBoard: A virtual whiteboard that allows collaborators to add text, images and sketch out ideas in real time. This may be a helpful tool for Boards meeting by teleconference where some of the matters to be discussed are visual in nature.
• Google Forms: A tool to create surveys and polls to seek input and feedback from owners by email. The information will be compiled and formatted into a report automatically. If using this tool, it should be made clear to owners that the Board is not bound by the results of the survey, and will make its decision based on a number of factors, including owner input.

Again, the advantage of these tools is that they are collaborative, and allow the Board to work together on the same document or file. Technology and online collaboration tools such as this one may be used by Boards to build consensus and work toward meeting their obligations as directors and representing the diverse, greater interests of the ownership.

All of the information contained in this article is of a general nature for informational purposes only, and is not intended to represent the definitive opinion of the firm of Elia Associates on any particular matter. Although every effort is made to ensure that the information contained in this newsletter is accurate and up-to-date, the reader should not act upon it without obtaining appropriate professional advice and assistance.

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