November 2015
A Reminder to Condo Directors
It is presumed that any director present at a board meeting support decisions made at that meeting unless there is a record of dissent. It does not make sense for it to be otherwise.
A corporation’s general operating bylaw may state that all board members are deemed to consent to decisions made at a board meeting unless dissent to a decision is documented in the meeting minutes. This prevents board members from claiming to disagree with a decision at a later date.
This obligation should be sufficient to ensure board members think issues out for themselves and vocalize concerns rather than silently accepting a majority position on an issue.
A director’s silence becomes support when opposition is not identified in the meeting minutes.
