By-law package

I have read five different by-law packages that different condo law firms sold to four different condominium corporations. These by-law updates contained some useful changes but I found a few additions that are extremely alarming.

Package 1
Here are several of the proposed by-laws that one board tried to slip past the owners by hiding them in a package of by-law changes.

(See the danger that proxies pose? Owners who do not attend the meeting will not learn why they should not have given the board their proxy.)

Under Powers of the Corporation:
The powers of the Corporation shall include, but shall not be limited to the following:

(d)	temporarily close common element facilities for a duration of up to two (2) years. Two years is not temporary.
(i)	to borrow such amounts as in its discretion are necessary or desirable in order to fund expenditures that are not included in the Corporation's budget for that fiscal year; I don't like "in its discretion". Also, what does the word "desirable" mean? This sounds like the board can blow the yearly budget at will as it can borrow its way out of a deficit without raising fees. (Note: there is no stipulation that the board has to ask for the owners' approval before taking out any loans under this provision.)
(l)	to sell, convey, exchange, assign or otherwise deal with any real or personal property at any time owned by the Corporation at such price, on such terms, and in such manner as the Corporation in its sole discretion deems advisable and to do all things and execute all documents required to give effect to the foregoing. What the hell does the board want this for? This seems to be far too much power to give to the three volunteers that form the majority of the board.

Here is the second troubling part.

Director Qualifications
Qualifications for election to the Board of Directors shall be governed by the following:

(e)	each director shall execute the “Directors’ Code of Ethics” form, attached hereto as Schedule “A”, within ten (10) days of being elected to the Board, failing which execution of same shall be deemed; So even if an elected director refuses to sign the form, it does not matter?
(h)	no person who is, or whose spouse, common-law partner, parent or child is a party to litigation, mediation and/or arbitration with an interest in opposition to that of the Corporation, shall be a director. A director has to give up some of his rights as an owner to serve on the board. A declaration of a conflict of interests should be sufficient and to abstain from voting on a conflict of interest would be sufficient. So if an owner is denied the right to inspect the corporation's records and therefore takes the board to small claims court to have her rights enforced, then as long as that claim is outstanding, the owner cannot run for the board.
(i)	the person violates the “Directors Code of Ethics” on three (3) occasions over the course of the director’s term, unless determined otherwise by a court. For the purposes of this section, a violation of the Directors’ Code of Ethics will be established if: Determined by a court? So the board determines that only the courts and not a mediator, an arbitrator or a meeting of owners, can overturn their "judgment"? The costs to both parties could be enormous.
	(a) another director notifies the Corporation, in writing, of the violation (the “Code of Ethics Violation”), upon which the matter shall be added as the first agenda item to the very next meeting of the Board and shall be identified in the agenda as the “Ethics Review”.
	The procedure to be used for the Ethics Review shall be the same procedure used by the Board to decide all Corporation matters, except, to ensure fairness, the director named in the Code of Ethics Violation shall be allowed to address the Board at the meeting, but shall not vote nor be present when the Board votes on the matter; and (b) the majority of the remaining directors, present at the meeting during the Ethics Review, determine that a Code of Ethics Violation has occurred. The decision rendered at the conclusion of the Ethics Review shall be duly minuted in the Corporation’s records. Notice that it is a director that has to inform the corporation (the other board members). The owners are left out of this. A secret vote? To ensure fairness? Is the accused allowed to have legal representation at this kangaroo court? If it is determined at the end of the Ethics Review that the Code of Ethics Violation has occurred and constitutes the subject director’s third (3rd) violation, then prior to concluding the Ethics Review, the subject director shall provide, in writing, his/her immediate resignation from the Board, failing which shall be deemed to have been provided and duly noted within the minutes as such.

Are the names of the directors who voted in favour and the ones who are opposed to the "charges" recorded? Is there a record of the deliberations?

Where does this American style "three strikes and you are out" garbage comes from?

These by-law changes give the board powers to assume loans, ignore budget restraints and the power to sell corporation assets.

The secrecy provisions contained in the CCI "Code of Ethics" and the new kangaroo court to enforce silence means that a director cannot warn the owners of what the rest of the board is up to.

All of this makes for a potentially very dangerous combination.

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