BC strata council members must declare conflict of interest — or risk invalidating contracts
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A BC strata corporation planning $1.3 million in deck and balcony repairs discovered that one of its council members — an engineer who helped plan the project — is also a staff member of the consulting firm hired to supervise construction. The conflict was never disclosed at the special general meeting where owners approved the levy and consulting fees. It did not appear in council minutes over the past two years either.
The same council member also held seven owner proxies and voted with them on the resolutions. Now multiple owners and three fellow council members are petitioning to reverse the decision entirely.
Question
What exactly does the Strata Property Act require when a council member has a conflict of interest? The Act is clear: any council member with a direct or indirect interest in a contract or transaction must disclose it fully and promptly, abstain from voting, and leave the meeting during discussion unless asked to stay to provide information. The disclosure and how council manages it must be recorded in the minutes.
Editor's Comment
This is a textbook governance failure with real financial consequences. In a major repair cycle, owners and lenders rely on clean process: full conflict disclosure, documented abstention, and transparent minutes. When a council member is effectively on both sides of the contract—and also controls multiple proxies—you risk not only a challenge to the vote, but uncertainty around the consulting agreement and downstream construction commitments, including deposits and delay claims. Practically, most buildings can’t afford to “start over” if the envelope/deck work is time-sensitive. The more commercially realistic path is to stabilize the project: get strata counsel involved immediately, remove the conflicted member from decision-making (and likely council), and meet with the engineering firm’s principal to negotiate a remedy that preserves schedule—potentially including the firm covering incremental legal costs or penalties caused by the governance breach. The key takeaway for strata buyers and owners is that minutes and process aren’t paperwork—they’re risk management that protects the project timeline and everyone’s money.