At each annual general meeting (“AGM“), owners usually elect a certain number of directors for a fixed term in accordance with the corporation’s declaration and by-laws. However, during his or her mandate, a director may decide to resign, resulting in a vacancy on the board. We are often asked how the board can fill this vacancy when the next AGM is still months away.
It is important to note that, pursuant to subsection 34(1) of the Condominium Act, 1998, a board does not have an obligation to fill the vacancy and the remaining directors can continue to exercise all the powers of the board as long as the board still has quorum. Nevertheless, the majority of the remaining directors may decide to appoint any person qualified to be a member of the board to fill the vacancy until the next AGM. If they proceed this way, it will be up to the remaining directors to decide who they wish to appoint. They may decide to appoint a candidate who did not get elected at the last AGM, they may seek new volunteers or they may simply approach someone they trust without consulting the other owners.
