CPA · Condominium Property Act
28 Board of a Corporation Board of directors
constituted as provided by the bylaws of the corporation.
(1.1) At least 2/3 of the membership of the board of directors of a
corporation must be unit owners or mortgagees unless the bylaws
provide otherwise.
(2) Every member of a board, in exercising the powers and
performing the duties of the office of member of the board, shall
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(a) act honestly and in good faith with a view to the best
interests of the corporation, and
(b) exercise the care, diligen ce and skill that a reasonably
prudent person would exercise in comparable
circumstances.
(3) Where a member of the board has a material interest in any
agreement, arrangement or transaction to which the corporation is
or is to become a party, that person
(a) shall declare to the board that person's interest in the
agreement, arrangement or transaction,
(b) shall not vote in respect of any matter respecting that
agreement, arrangement or transaction, and
(c) shall not be counted when determining whether a quorum
exists when a vote or other action is taken in respect of the
agreement, arrangement or transaction.
(4) Subsection (3) does not apply to an agreement, arrangement or
transaction in which the member of the board has a material
interest if that material interest exists only by virtue of that member
of the board owning a unit.
(5) A corporation shall, within 30 days from the conclusion of the
corporation's annual general meeting, file at the land titles office a
notice in the prescribed form stating the names and addresses of the
members of the board.
(6) A corporation shall, following a change in
(a) the membership of the board,
(b) the name of a member of the board, or
(c) the address for service of a member of the board,
promptly file at the land titles office a notice in the prescribed form
stating the change.
(7) Repealed 2014 c10 s18.
(8) A person who
(a) is a bona fide third party d ealing at arm's length with the
corporation, and
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(b) does not have notice of a restriction or direction referred to
in section 28.2(1),
is not liable for or otherwise affected or bound by any breach of or
failure to follow that restriction or direction by the corporation.
(9) All acts done in good faith by a board are, notwithstanding that
it is afterwards discovered that there was some defect in the
election or appointment or continuance in office of any member of
the board, as valid as if the member had been properly elected or
appointed or had properly continued in office.
(10) Repealed 2014 c10 s18.
RSA 2000 cC-22 s28;2014 c10 s18;2024 c20 s1(15)