Confidentiality agreement 
“Life within the Kremlin was shrouded in impenetrable secrecy.”
—Harrison Salisbury

“In a closed society where everybody's guilty, the only crime is getting caught.
In a world of thieves, the only final sin is stupidity.”
—Hunter S. Thompson



Boards need to do some of their work in without owners’ interference. That is a given. However, how much secrecy is required? New members to the board are often asked to sign a confidentiality agreement, (called a Code of Ethics). In some condo corporations, it is a requirement.

These agreements are actually “loyalty oaths” so that board members are required to put their loyalty to the board ahead of loyalty to the owners.

It is claimed that the board needs to make its decisions in secret so that the board members feel free to fully express themselves and to prevent owners from becoming too disruptive. The by-laws may state that any director who violates the code is automatically disbarred from the board.

Here are three sections of the Canadian Condominium Institute’s (CCI) form that some boards insist that all directors sign.

Director's Code of Ethics  Re: Condominium
I have consented to act as a Director of the Corporation and I agree to comply with the following Directors’ Code of Ethics throughout my terms as a Director:

Confidentiality–I will not disclose to any person (including my spouse) information decided by the Board to be confidential or privileged or which reasonably ought to be deemed confidential. When in doubt, I will request determination by a resolution of the Board.

Support–I will abide by decisions of the majority of the Directors even though I may disagree, but I reserve the right to express my own views to owners upon non-confidential issues.

Minimize Conflict–I will attempt to prevent or minimize conflict and disruption and will promote good relations amongst persons involved in our Condominium Community. I will promote a first class image for our Corporation, its units, owners and residents.

Here are my concerns with these three clauses.

Confidentiality
What if a majority on the board decided to do something that is illegal under the Act or is unethical and demands that it should be kept secret?

For example the property manager and the majority on the board is granting contracts to her live-in boyfriend. Who does the concerned director report the board’s actions to?

How about when the president gets her apartment painted for free by a contractor who gets a lot of work from the condo corporation? It happens all the time.

Support
Go further than just disagree if it is a situation involving unethical conduct. Insist that your objections be recorded in the meeting minutes and there be a recorded vote. Owners have a right to examine these minutes. You can be sure that this will not go over well.

Minimize Conflict
This broad statement can mean that you promise to remain silent and let the Condo Nazis run all over you and the owners.

As an example the president of an Etobicoke condo was not paying his maintenance fees. The property management company was not including his unit on the monthly arrears reports.

Something minor but also unethical is when a director parks his car in the visitor's parking area and does not get parking tickets but the residents do.

I believe that these three provisions in the CCI ethics agreement are harmful. It appears that they exist to protect the board from oversight and to prevent transparency.

It does not mention reporting possible criminal activities, such as fraud or the acceptance of bribes or benefits to the police or unethical, but not necessary criminal practices, to the owners.

There is nothing in this Code of Ethics that gives protection to, let alone encourages, whistle blowers.


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