How to Handle a Board Member’s Resignation

Being a member of the board in a condo corporation entails a significant commitment and responsibility. Board members dedicate their time, expertise, and effort to ensure the smooth operation of the condo community. While their commitment deserves recognition and appreciation, there may come a time when a board director decides to resign in the middle of their term due to personal reasons, professional obligations, or other circumstances. Ideally, a board member would plan their exit and serve until the end of their term without seeking re-election. However, unexpected events can occur, so, what happens if a board member decides to resign in the middle of their term?

When a board member decides to resign, there are several important points to consider. Firstly, board members have the right to resign at any time, and their resignation does not require approval to be valid. Resignations should always be in writing, whether through email or a formal letter, stating the intended resignation date. Other board members do not have the authority to influence or prevent a fellow member’s resignation. Once the letter of resignation is received, the director ceases to be a member of the board, losing all rights and stops their duties associated with the position. The remaining board members, as long as they maintain a majority quorum on the board, have the collective right to appoint a new board member through a process called appointment. If the majority is not met, a General Meeting must be called within a specific timeframe. More specifically,

1. Within 5 days of losing quorum, the board must send an Information Certificate Update (ICU) to the unit owners;
2. Within 15 days of losing quorum, the board must send a notice to owners, calling a General Meeting of owners with an agenda to elect directors and follow the required procedures;
3. Within 30 days of losing quorum, the board must hold the meeting of owners to elect directors to fill the vacancies;

It’s important to note that the decision to resign is irreversible after the submission of the resignation letter. Vacancies resulting from the resignation of an elected director are filled by the board until the original term of the elected director expires, and the replacement takes office at the board’s discretion.

Respecting and handling a board member’s resignation in a professional manner ensures a smooth operation and stability within your condo corporation. The focus should always be on implementing a well-structured transition process and not on the resignation itself.

In this blog, we will discuss some best practices and tips for effectively managing the resignation of a board member.

Tips for Effective Board Member’s Resignation

Resignation of a board member can trigger a series of events requiring prompt administrative decisions within your condo corporation. Setting the stage for a successful resignation and transition is the best way to handle a condo director’s resignation. Below, we will discuss key tips for managing a board member’s resignation in a way that promotes transparency, continuity, and future success of your condo corporation.

Acknowledge the Resignation and Communicate with the Resigning Board Member

When a board member submits their resignation, it is important to acknowledge their decision and express appreciation for their service. Taking the time to personally reach out to the resigning board member not only demonstrates respect and gratitude but also opens the lines of communication. This personal touch can foster a positive relationship and create an environment conducive to a smooth transition of responsibilities.

By directly contacting the resigning board member, you can express thanks for their contributions and discuss any pending tasks or responsibilities that require attention. This proactive approach ensures that there is clarity regarding ongoing projects or commitments and allows for a seamless transfer of duties.

Furthermore, the act of acknowledging the board member’s decision and engaging in a personal conversation conveys a sense of professionalism and appreciation This approach cultivates a positive relationship, demonstrates professionalism, and honours the resigning board member’s commitment to the community.

Informing the Rest of the Board and Stakeholders

As per newly updated Condominium Act, within 30 days of any change to the board of directors, the corporation must send an ICU to the owners and file a Notice of change to the Condominium Authority of Ontario.

Appointing a Temporary Replacement and Reviewing the Governing Documents

When a board member submits their resignation, you must review the governing documents, such as the condominiums by-laws and board policies, to understand the procedures and requirements for handling the resignation. These documents often outline specific steps to follow, providing guidance and a timeline for appointing a replacement. In the event of a board member’s resignation, it may be necessary to appoint a temporary replacement until the next General Meeting to ensure uninterrupted board representation and continued timely decision-making. It is essential to update the condominium corporation’s registry with CAO and comply with all applicable laws and regulations when appointing a new board member. By reviewing the governing documents and adhering to the appropriate procedures, you can navigate the resignation process effectively, maintain compliance, and ensure a seamless transition for the board and the community.

Preparing for the Future Board Member

To handle the condo director’s resignation effectively, it is beneficial to evaluate its impact on the board and the community. This involves assessing the departing board member’s responsibilities and identifying any urgent tasks or projects that require immediate attention. By prioritizing these tasks, important matters can be promptly addressed.

Additionally, a resignation can disrupt the balance required to establish a quorum especially if other board members are rarely available for board meetings. If there aren’t enough remaining directors to conduct board meetings , it can hinder the board’s decision-making and make the board dysfunctional.

Referring to the governing documents such as the condominiums declaration and by-laws, the process for appointing a new board member should be determined. This may involve seeking volunteers, conducting interviews, or holding a special election. Homeowners who possess the necessary skills, qualifications, or expressed interest in community involvement should be considered for the position.

Once a replacement is selected, the candidate should be informed that they will need to stand for election at the next General Meeting, should they want to continue in this position. Ideally, they should be provided with the necessary information and support to prepare for this process. Sharing relevant documents, meeting minutes, and community policies aids in their quick and effective transition. Encouraging open communication and collaboration with other board members fosters a cohesive team dynamic.

Offer ongoing educational opportunities to keep board members informed about industry best practices, legal requirements, and effective governance strategies.

Preparing for Potential Board Member Resignations

Proactive succession planning is essential for maintaining effective governance and seamless operations within a condo corporation. By anticipating potential board member resignations and establishing a structured plan, the organization can mitigate disruptions and ensure a smooth transition of responsibilities.

Develop a Succession Policy

Establish a clear policy outlining the steps to be taken when a board member resigns. This should include procedures for temporary appointments, timelines for elections, and guidelines for redistributing duties among remaining members.

Periodically assess and update the succession policy to reflect any changes in legislation, organizational structure, or community needs.

Identify and Mentor Potential Leaders

Encourage active community members to participate in committees or attend board meetings to identify individuals with the skills and commitment necessary for board service.

Pair experienced board members with potential candidates to provide guidance, share knowledge, and prepare them for future leadership roles.

Maintain Comprehensive Documentation

Clearly define the responsibilities and expectations for each board position to facilitate a smoother transition when vacancies occur.

Keep detailed records of ongoing projects, decisions, and procedures to ensure continuity and assist new members in acclimating to their roles.

Implement Training and Development

Provide comprehensive training for new board members to familiarize them with the corporation’s operations, governance policies, and current issues.

Offer ongoing educational opportunities to keep board members informed about industry best practices, legal requirements, and effective governance strategies.

Foster Open Communication

Encourage board members to communicate their intentions regarding tenure and potential resignation plans, allowing the board to prepare accordingly.

Conduct discussions with departing members to gain insights into their experiences and identify areas for improvement within the board’s operations.

By implementing these succession planning strategies, a condo corporation can ensure it is well-prepared for any board member resignations, thereby maintaining stability and continuity in its governance and operations.

Frequently Asked Questions