When a Council Member Resigns: Filling Vacancies in a BC Strata

Mid-term resignations are one of the most common governance hiccups in BC strata corporations. Someone sells, moves, burns out, or simply stops showing up — and the remaining members are left wondering whether they need a special general meeting, whether they can still make decisions, and who is allowed to step in.

The short answer, for a strata that uses the Standard Bylaws, is that council can usually fill the seat itself. But the longer answer depends on your own registered bylaws, which may say something different.

What the Standard Bylaws say about a strata council vacancy

Under Standard Bylaw 12, if a council member resigns or is unwilling or unable to act for a period of 2 or more months, the remaining members of the council may appoint a replacement council member for the remainder of the term. Three points worth noting:

• The power is permissive, not mandatory — the bylaw says "may." Council is not obliged to fill every vacancy, though leaving seats empty can create practical problems.
• The appointment runs only to the end of the current term, not for a fresh term. Under Standard Bylaw 10, a council member's term ends at the end of the AGM at which the new council is elected, and a person whose term is ending is eligible for re-election.
• A replacement may be appointed from any person eligible to sit on the council (Standard Bylaw 12(2)). Who is eligible is set by your bylaws — the Act itself says the number of people on council is determined by the bylaws, and that where a strata lot has multiple owners only one of them may sit on council for that lot at a time (unless all owners are on council), with the same one-representative limit for corporate owners (s.29).

If your strata has filed bylaws that replace or amend Bylaw 12 — some require the vacancy to be filled, some restrict appointments to owners only — your registered bylaws govern. If you are unsure which version applies, the filed bylaws at the Land Title Office are the authority, not the copy circulating in a council binder. (For the difference between filed bylaws and council-made rules, see Strata Bylaws vs Rules in BC.)

Questions councils actually ask

Do we have to call an SGM to replace a council member who resigned?
Under the Standard Bylaws, no. Council can appoint a replacement itself for the remainder of the term. A general meeting is only needed if your own bylaws require one.

What if the resignation leaves us below quorum?
Standard Bylaw 12(3) is explicit: council may appoint a replacement even if the absence of the member being replaced leaves the council without a quorum. That provision exists precisely so a shrinking council isn't paralyzed. Standard Bylaw 16 sets quorum at 1 for a one-member council, 2 for a council of 2–4, 3 for a council of 5 or 6, and 4 for a council of 7 — and, as written, requires members to be present in person at the council meeting to be counted toward quorum. Many stratas have amended that last point in their own bylaws; check yours before assuming a phone-in member counts.

Does a council member have to resign in writing?
The Standard Bylaws don't prescribe a form. In practice a short written resignation, recorded in the council minutes with its effective date, avoids later arguments about when the seat became vacant and when the two-month "unwilling or unable to act" clock started.

Is the appointed member paid differently?
No. Any remuneration to a council member must be approved in advance — in the budget, in the bylaws, or by a 3/4 vote at an annual or special general meeting (s.34). A 3/4 vote means at least 3/4 of the votes cast by eligible voters present in person or by proxy, excluding abstentions (s.1).

When the whole council walks

If all members of the council resign or are unwilling or unable to act for 2 or more months, Standard Bylaw 12(4) lets persons holding at least 25% of the strata corporation's votes call a special general meeting to elect a new council, following the Act, regulations and bylaws on calling and holding meetings. That includes the notice requirements — general-meeting notice is at least 2 weeks, and notice sent by email, mail or fax is deemed received 4 days after it is sent, so an emailed notice needs to go out well before the 14-day mark.

Resignation is not removal

A vacancy created by resignation is handled by council. Removal is a different mechanism: under Standard Bylaw 11, unless all owners are on council, the strata corporation may remove one or more council members by a resolution passed by a majority vote at an annual or special general meeting — and must then hold an election at that same meeting to replace the member for the remainder of the term. Don't conflate the two routes; a council cannot vote a colleague off council on its own.

Also worth remembering: a council member who acts honestly and in good faith is not personally liable for things done or omitted in the exercise of council powers or duties (Standard Bylaw 22), and every member owes the standard of care in s.31 — act honestly and in good faith in the best interests of the corporation, with the care, diligence and skill of a reasonably prudent person. If the resignation follows a bylaw complaint against that member, note that a council member must not participate in a s.135 decision about a complaint made against them (s.136).

Document the change

Record the resignation, the appointment resolution and the new council composition in your council minutes, and update the list of council members the strata keeps current. Owners and purchasers rely on that list, and incoming members need the history. Tools like SearchStrata can help a new council member get up to speed by analyzing past minutes and documents instead of reading three years of PDFs cold. Keeping the corporation's records in one place — as ManageStrata is built around — matters here too: councils and managers change, but the minutes, votes and books belong to the strata corporation.

If your strata handles its own administration, the handover checklist in How to Self-Manage a Strata in BC and the minute-taking guidance in How to Prepare AGM Minutes in BC are useful companions.

This article is general information about BC strata law, not legal advice; verify against the current Strata Property Act and Regulation or consult a BC strata lawyer.