How to Handle the Resignation of a Board Member

A Condominium Board is typically comprised of three or more Directors; most commonly five Directors. When it comes to Condominium Boards, it’s inevitable that there may come a time when a Director gives their resignation prior to their term expiring. There may be any number of reasons why a Director may give their resignation, right from new time constrictions to irreconcilable differences with one or more of the other Directors.

The following are six expert tips for handing the
resignation of a Board Member:

  1. Be Prepared
    There are two most common ways that the resignation of a Director, before the expiry of their term, is handled: a) if the resignation does not cause the Board to lose quorum, the Board can choose to leave the spot vacant until the election at the next Annual General Meeting (AGM); b) the Board can appoint a new Director to hold office until the next AGM, at which point, that individual would have to run for the position if they wish to be on the Board. It is recommended that the Board always have in mind some good potential candidates. The Board should consider Owners that preferably reside in the Condo (some By-laws require this), have previously run for election, or perhaps they are Owners that volunteer at building functions or show an interest in the community.

  2. Ask for the Resignation in Writing
    When a Board Member indicates they wish to resign, ask them to place their resignation in writing and to include their last day as a Director for the Corporation. It would be ideal if the resigning Board Member gave a month’s notice, but this won’t always be the case. Their resignation should be added to the agenda for the next Board Meeting, and that is when the Board would formally accept it. The letter should be included with the minutes of the meeting. Since the Board’s role is volunteer, some people may view it as less official, but the Board are Directors of a real Corporation, and resignation should be handled professionally, just like the election process.
  1. Try to Maintain Good Open Communication
    In the case of a resignation due to Board conflict, it is suggested that the tone of discussions be kept conciliatory, and even appreciative for the time the Director volunteered to their community. An individual still has value, even if you didn’t always see eye-to-eye with them. An ex-Director might hold knowledge
    about the history of the property, and that information could be beneficial to the Board now or in the future. Also, it’s just smart business to avoid perpetuating conflict with an ex-Director who will continue to be an Owner and member of the community.

  2. Restrict Access once the Resignation is Official
    After the date that the resignation becomes official, it is
    important that the former Board Member be restricted from access to shared Board email account(s), bank accounts/signing authority, and anywhere else that they might have administrative access. If the former Director has any keys that give them access to restricted areas, they must be returned to Property Management or the Board, and documented accordingly. It’s not personal, it’s just more smart business.

  3. Inform the Community
    When there is any change with the Board of Directors, an Information Certificate Update (ICU) must be issued, and generally this is done by your Condominium Manager. This process is important to remain compliant with the Condominium Act, but just as importantly to remain transparent to the Owners. The ICU is a prescribed form which can be found on the CAO website. However, a cover letter could accompany this form. The Board or Manager may avoid giving the reason for the resignation, especially if it is confidential, but it’s important to thank the individual for their time and contributions. This may also be a good time to share educational information on how Owners can join the Board in the future, and what being on the Board entails. CAO Governance
    .
  4. Fill the Seat
    If the Board chooses to fill the vacant Director position prior to the AGM, they need to contact the potential candidate(s) and ask them if they would be interested in joining the Board. If the candidate agrees, invite them to join the next meeting. No confidential information should be divulged to the individual until they officially join the Board; and often the Manager will bring the new Director up to speed at that point.