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Conflict of Interest Disclosure and Board Decision-Making
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In March 2024, the board of a 48-unit condominium corporation in Leduc, Alberta convened to consider bids for the building's grounds-maintenance contract. One board member, who also owned a local landscaping company, put forward a motion to award the $18,000 annual contract to that same company. The board member voted in favour of the motion without disclosing the ownership interest to fellow directors or to the corporation's owners.

Within weeks, a unit owner discovered the connection between the board member and the successful bidder. The owner now challenges the validity of the vote and questions whether the contract can stand. The board faces scrutiny over its conflict-of-interest protocols, the scope of its fiduciary obligations, and the procedural steps required to address a potentially voidable corporate transaction.

Undisclosed Landscaping Contract and the March 2024 Board Vote

On the evening of March 14, 2024, the board of directors of a 48-unit condominium corporation in Leduc, Alberta convened for its regular monthly meeting with 4 items on the agenda, the third of which was approval of a new landscaping services contract. The corporation's previous landscaping provider had given notice of non-renewal the month before, and the property manager had solicited quotes from 3 local vendors. When the board reached this agenda item, the chair summarized the quotes and recommended awarding the $18,000 annual contract to a company that, unbeknownst to the other 4 directors present, was wholly owned and operated by a board member who also owned a local landscaping company. That board member participated in the discussion, spoke in favour of the proposal, and cast 1 of the 5 votes that unanimously approved the contract. At no point during the meeting did the board member disclose any connection to the vendor, and the minutes recorded the decision without notation of any abstention or declared interest. The landscaping company began work in April 2024, and it was not until June 2024 that a unit owner who discovered the conflict brought the matter to the attention of the remaining directors after noticing the board member's name on an invoice left in the common area recycling room.

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