Condo Board Meeting Minutes in Ontario: What to Record, Approve and Keep

By Eric Plant, Director, RCM, MBA

Why board meeting minutes matter more than most boards think

Ask a new condo director what the minutes are for and you will usually hear "so we remember what we decided." That is part of it. In Ontario, though, board minutes do much more work than that. They are the corporation's legal record of how decisions were made, they are one of the first things an owner asks for when they disagree with the board, and they are often the only evidence a director has that they acted honestly, in good faith and with proper care.

When minutes are thin, late, inconsistent or missing, the board loses that protection. When they are clear and kept properly, routine questions from owners get answered quickly and disputes rarely grow into something bigger. This guide covers what the Condominium Act, 1998 and its main regulation, O. Reg. 48/01, require, what good minutes should record, how approval usually works, how long minutes must be kept and how to handle an owner's request to see them.

It is general information for Ontario condo boards, not legal advice. Your declaration and by-laws may add requirements, and your condo lawyer should be involved whenever minutes become part of a dispute.

What the Condominium Act requires

The Act does not prescribe a template for minutes, but several sections shape what they must contain and how they are handled.

• A minute book is a required record. Section 55(1) requires every corporation to keep adequate records, including "a minute book containing the minutes of owners' meetings and the minutes of board meetings."
• Conflicts of interest must be minuted. When a director discloses an interest in a contract or transaction under section 40, the board must enter that disclosure in the minutes of the meeting where it was made. The director also must not be present for the discussion, vote on it or be counted in the quorum for that item, subject to narrow exceptions in the Act.
• Quorum must exist for business to be valid. Under the Act, a quorum for board business is a majority of the number of directors the board is supposed to have, even if there is a vacancy. The minutes are where you prove quorum was present.
• Notice rules apply to every board meeting. Section 35 requires written notice to every director at least 10 days before the meeting unless the by-laws say otherwise, stating the time, the place or electronic attendance instructions, and the general nature of the business.
• Virtual and hybrid meetings are allowed. Subject to your by-laws, board meetings can be held fully or partly by telephone or electronic means, as long as everyone can communicate with each other simultaneously and instantaneously. A director who attends that way is deemed present.

Minutes are also what a new board inherits. At the turn-over meeting, the declarant must hand over the minute book, along with the declaration, by-laws, rules and the minutes of owners' and board meetings to date. That is a useful reminder that the minute book is meant to last for the life of the corporation.

What good minutes should record

Minutes are a record of decisions, not a transcript. The goal is that someone who was not in the room, whether an owner, a future director, an auditor or a Tribunal member, can understand what the board decided, on what basis and with what authority. A practical checklist for each meeting:

1. The basics. Corporation name and number, date, start and end time, and whether the meeting was in person, virtual or hybrid.
2. Attendance and quorum. Directors present and absent, the property manager and any guests such as an engineer, auditor or lawyer, and a statement that quorum was present. Note anyone who joins late or leaves early, because quorum must exist for every decision.
3. Notice. Confirmation that notice was given, or that directors waived it by attending without objecting.
4. Disclosures of interest. Any section 40 disclosure, the item it relates to, and the fact that the director left the meeting for that item.
5. Approval of the agenda and prior minutes. Including any corrections made to the previous minutes.
6. Each motion as passed. The exact wording, who moved and seconded it if your practice records that, and the result. Record dissents when a director asks for their dissent to be noted.
7. The basis for significant decisions. One or two sentences on what the board relied on, such as "after reviewing three quotes and the engineer's report dated…". This is the part that helps protect directors later.
8. Reports received. Management, financial, reserve fund and contractor reports, and where the report itself is filed.
9. Action items. Who is doing what and by when.
10. Adjournment and the next meeting date.

Just as important is what to leave out. Minutes should not repeat back-and-forth debate, personal opinions about owners, or speculation. They should not name owners in connection with arrears, complaints, health matters or enforcement, because records relating to specific units or owners are generally exempt from other owners' access, and you will have to redact those parts if minutes are requested. A practical approach is to deal with those items in a closed portion of the meeting and record them by unit number or file reference rather than by name.

A short worked example of a well-written motion: "Moved and carried that the corporation award the garage membrane repair contract to Contractor A for $148,500 plus HST, being the lowest compliant bid of the three received, as recommended by the engineer's tender report dated September 12. Funded from the reserve fund. Director X declared an interest and left the meeting for this item." It is short, but it shows the decision, the amount, the funding source, the basis and the conflict handling.

Closed sessions and "in camera" items

Many boards hold part of each meeting in a closed session to deal with legal advice, employee matters or individual owner files. The Condominium Act does not create a separate category of secret minutes. What it does is exempt certain records from owners' access under section 55(4), including records relating to employees (other than employment contracts), records relating to actual or contemplated litigation or insurance investigations involving the corporation, and records relating to specific units or owners.

In practice, that means closed-session items should still be minuted. When an owner requests minutes, the board redacts the exempt parts and gives a written reason for each redaction that points to the provision it relies on. The regulation also requires the corporation to keep a copy of every redacted version it produces. Keeping exempt material in a clearly marked part of the minutes makes redaction much easier and reduces the risk of withholding more than the law allows.

Drafting, reviewing and approving minutes

The Act does not set a deadline for preparing or approving board minutes, so the process is mostly set by your by-laws and board practice. A workflow that tends to work well for Toronto boards:

• Draft within a few days. The property manager or recording secretary prepares a draft while the meeting is fresh, usually within a week.
• Circulate to directors only. The draft goes to the board for factual corrections. Corrections should fix accuracy, not rewrite what was said or decided.
• Approve at the next meeting. The board approves the minutes, with any corrections, by motion at its next meeting. The secretary or another authorized officer signs the approved copy.
• File the approved version. Add the approved minutes to the minute book, with the attachments the minutes refer to, and keep the draft trail in your records system.

Two habits cause most of the trouble we see. The first is leaving minutes unapproved for months, often because meetings are cancelled. The second is "minutes by email", where decisions are made in long email chains and never formally recorded. If the board needs to act between meetings, check what your by-laws allow, and then ratify the decision by motion at the next properly called meeting so it appears in the minutes.

How long minutes must be kept

Retention is set by O. Reg. 48/01. The minute book, which holds the minutes of owners' and board meetings, must be kept at all times, which means permanently. That is different from financial records, which must be kept for at least seven years from the end of the fiscal period they relate to, and from ballots and proxies for owners' meetings, which must generally be kept for at least 90 days after the meeting unless the corporation receives written notice of actual or contemplated litigation about them.

Records may be kept on paper or electronically. Many corporations now keep the minute book in a secure electronic records system with backups, which also makes owner requests faster to answer. If your corporation changes management companies, make sure the complete minute book comes with the transition, and that the new manager is given the records it needs to do its job, as section 55(2.2) of the Act contemplates.

When an owner asks to see the minutes

Board minutes are one of the most frequently requested records, and they are a "core record" under the regulation when they relate to meetings held within the 12 months before the request. Core records come with tighter rules:

If the corporation does not respond properly, the owner can apply to the Condominium Authority Tribunal, which is run by the Condominium Authority of Ontario. Records disputes are one of the Tribunal's core areas, and where the Tribunal finds the corporation refused to provide records without reasonable excuse, it can order a penalty of up to $5,000, in addition to ordering the records produced and awarding costs. Our guide to choosing between the CAT, mediation and arbitration explains how those cases work.

The easiest way to avoid those disputes is to make minutes routine: approve them promptly, keep them organized and know in advance which parts will need redaction.

Minutes as a director's protection

Directors must act honestly and in good faith and exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances. The Act also protects a director who relies in good faith on financial statements, or on reports from a lawyer, accountant, engineer or other professional. Minutes are how you show that reliance. A motion that says the board accepted the engineer's recommendation after reviewing the report, and records which report, is far more useful than one that says only "approved."

The same applies to dissent. If a director disagrees with a decision and wants that on the record, the minutes should note it. For more on what directors can be held responsible for, see our guide to condo board responsibilities and director liability in Ontario.

Who should take the minutes?

In many self-managed or smaller corporations, the board secretary takes the minutes. That works, but it means one director is writing instead of taking part in the discussion, and the quality of the minute book depends on one volunteer's time and experience. In professionally managed buildings, the condo manager usually records and drafts the minutes as part of the management agreement, and some boards also use a separate recording secretary for long or contentious meetings.

Whoever takes them, the board is still responsible for the content, because the board approves the minutes. When you are comparing management companies, ask to see a sample set of redacted minutes, how quickly drafts are typically delivered, and how the minute book is stored and backed up. Those questions belong in any request for proposal for condo management.

Brilliant Property Management prepares board meeting minutes, maintains the minute book and responds to owner records requests as part of our condo property management services in Toronto. You can see the full scope of what we cover on our services page.

Frequently asked questions

Are condo board meeting minutes public in Ontario?

Not public, but owners, purchasers and mortgagees can request them under section 55 of the Condominium Act. Minutes of board meetings held in the 12 months before the request are core records, and the board must respond within 30 days. Parts that relate to employees, litigation or specific units or owners can be redacted.

How long does a condo corporation have to keep board minutes?

Permanently. O. Reg. 48/01 requires the minute book, which contains the minutes of owners' and board meetings, to be kept at all times. Financial records have a separate seven-year minimum.

Can a condo board charge owners for copies of the minutes?

Not for a core record delivered electronically, which includes minutes from the last 12 months. For paper copies, the fee must be a reasonable estimate of actual costs, and printing or photocopying is capped at 20 cents per page.

Do minutes have to record a director's conflict of interest?

Yes. Under section 40 of the Condominium Act, a director's disclosure of a material interest in a contract or transaction must be entered in the minutes of the meeting where it was made, and the director must not take part in the discussion or vote on that item.

This article is general information about Ontario condominium law and practice and is not legal advice. Requirements can change and may be affected by your corporation's declaration and by-laws, so speak with your condominium lawyer about your specific situation.