The Role of Strata Council Members: Duties, Rights, and Liabilities

If you've just been elected to a BC strata council, congratulations, and welcome to the most thankless volunteer job in the province. You now have statutory duties under the Strata Property Act, fiduciary obligations to the corporation, and decisions ahead that affect every owner in the building. The good news: BC law gives you meaningful personal-liability protection when you act in good faith. The bad news: that protection is contingent on actually doing the job, and most council members underestimate what the job requires. This is the plain-English breakdown of strata council member duties in BC: what you must do, what you must not do, what you're protected from, and where the real risk sits.

The statutory duty: SPA s. 31

Every council member's duties live in Strata Property Act s. 31. The section is short and consequential. Council members must:

1. Act honestly and in good faith with a view to the best interests of the strata corporation
2. Exercise the care, diligence, and skill of a reasonably prudent person in comparable circumstances

That's the entire statutory standard. The phrase "reasonably prudent person in comparable circumstances" is borrowed from corporate law and means roughly: would a thoughtful, informed person in your position have done the same thing? You aren't expected to be an expert. You are expected to read the materials, ask questions, take advice, and act on it.

The duty applies the moment you're elected and continues throughout your term. It applies to every decision you make in council capacity, not the big ones alone. It applies whether you're a 70-year-old retired engineer or a 30-year-old first-time owner. The standard is the same.

Two duties, in plain English

Duty of loyalty (act in good faith for the corporation). Council decisions must be made for the corporation, not for any individual council member, not for any owner faction, and not for any contractor friend. When personal interests intersect with corporate interests, the personal interests give way, or the council member abstains.

Duty of care (be diligent). Read the materials before meetings. Show up to meetings. Ask questions when you don't understand something. Take advice from qualified professionals (lawyer, engineer, insurance broker, manager) on matters outside your expertise. Document the basis for decisions in the minutes.

A council member who attends one meeting a year, skims the materials in the parking lot, and votes on the basis of vibes is not exercising reasonable care. A council member who reads the financial package, asks two clarifying questions, and votes after considering the manager's advice is, even if the eventual outcome turns out badly.

The liability shield: SPA s. 32

The flip side of duties is protection. SPA s. 32 shields council members from personal liability for actions taken in good faith. The exact wording: a council member is not personally liable for any actions of the strata corporation, including any action taken in the exercise of the council member's duties, if the council member acted honestly and in good faith.

What this means in practice:

• A council decision that turns out badly (a contractor underperforms, an insurance claim gets denied) does not expose council members personally, provided the decision was made in good faith
• Council members are not personally liable for the corporation's debts
• Owners' lawsuits against the corporation generally cannot reach council members individually

What it doesn't cover:

• Dishonest or fraudulent conduct
• Grossly negligent behaviour
• Actions taken outside council authority (e.g., signing a contract you weren't authorized to sign)
• Personal disclosure of confidential information
• Failure to disclose conflicts of interest

The shield is real and it's wide, but it's contingent on the underlying duty being met. If you breach s. 31, you've also lost s. 32 protection on that act.

Directors and officers (D&O) insurance

Statutory protection plus D&O insurance is the standard belt-and-suspenders. Most BC strata insurance policies include D&O coverage as part of the package. Check your policy and confirm the limit with your broker. Premium is generally modest relative to the protection it provides.

D&O coverage typically responds to:

• Claims of breach of duty
• Wrongful decisions made in council capacity
• Defamation claims (within limits)
• Costs of defending against an unmeritorious claim

Note that D&O does not respond to deliberate fraud, criminal conduct, or claims by the strata corporation against its own council members. For the routine risks of being on a BC strata council, though, it covers the field.

What council can and can't delegate

Council can delegate execution but cannot delegate decisions. This is one of the most frequently misunderstood parts of council work.

Can delegate to the manager:

• Drafting agendas and minutes
• Sending bylaw infraction letters once council has decided to send one
• Coordinating contractors and managing schedules
• Paying invoices council has approved
• Preparing financial statements
• Insurance renewal coordination
• Day-to-day owner communications

Cannot delegate (council must decide):

• Whether to enforce a bylaw against a specific owner
• Whether to approve a specific contractor or contract
• Whether to recommend a special levy or budget to owners
• Whether to hire or fire the management firm
• Whether to commence or settle litigation
• Any decision the bylaws specifically reserve to council

A manager who tells you "I'll just handle this" on a bylaw enforcement matter or a contract decision is overstepping. The right pattern is: the manager prepares the file, presents options, and recommends an approach. Council decides. The minute records the decision. The manager then executes.

CRT decisions repeatedly show this line being tested: a strata's bylaw enforcement gets overturned because the manager decided to fine an owner without a council resolution. The CRT has been clear that bylaw enforcement decisions are council decisions, full stop.

Conflicts of interest

Every council member has potential conflicts at some point. Common ones:

• A council member owns the unit being assessed for a bylaw infraction
• A council member's family member runs a business bidding on strata work
• A council member is a tenant of (or landlord to) another council member
• A council member has a personal dispute with an owner in the building

The rule: disclose and abstain. At the start of any agenda item where you have a personal interest, declare it ("I want to disclose that the unit in question is mine, so I'll abstain from voting"). Step out of the room if it's in-camera. Have the minute record both the disclosure and the abstention.

Conflicts that go undisclosed and undeclared are the fast track to losing s. 32 protection. They're also the fast track to a CRT dispute that the strata loses.

The most common breach: inaction

The vast majority of council breaches we see in Sea-to-Sky stratas are not affirmative bad acts. They're omissions. Inaction is a breach of duty.

Common patterns:

• Depreciation report overdue. Under SPA s. 94, stratas of 5+ units must obtain a depreciation report and update it every 5 years. Many councils let this slip.
• Hearing request ignored. Under SPA s. 173, an owner is entitled to a hearing within 4 weeks of request. Missed hearing windows are a clean breach.
• Insurance renewal lapsed. Rare but catastrophic when it happens.
• CRT response missed. A strata corporation that doesn't respond to a CRT claim within the required time loses by default.
• Financial reconciliation not done. Months of unreconciled accounts is a duty-of-care breach even if no money is missing.

Action, even imperfect action, is almost always safer than inaction. A council that decides something defensible and moves on is in better shape than a council that defers a decision for 18 months while exposure compounds.

Practical onboarding for new council members

Within 30 days of election, every new council member should have:

• Current registered bylaws and rules
• Last 12 months of council meeting minutes
• Most recent AGM minutes and budget
• Current monthly financial package
• The management contract
• Current insurance certificate (declarations page)
• Most recent depreciation report
• Any active CRT files or significant correspondence

If your manager hasn't provided this, ask. If they push back, that's its own signal. New council members can't exercise reasonable care without the documents that ground the corporation's current state. Our council meeting guide covers the meeting-side mechanics; this onboarding package is the document-side foundation.

What council members should not do

• Don't share in-camera information with owners, family, or anyone outside council
• Don't accept gifts or favours from contractors bidding on strata work
• Don't make commitments to owners on council's behalf without council authority
• Don't sign documents on the corporation's behalf without council authority
• Don't vote on matters where you have undisclosed personal interest
• Don't ignore CRT filings, hearing requests, or insurance renewal deadlines
• Don't engage in personal disputes with owners using council position as leverage

The line between "active engaged council member" and "council member exceeding authority" is real. Active is good. Exceeding authority, even with good intentions, is a breach.

When in doubt: take advice

The s. 31 standard explicitly accepts taking advice from qualified professionals. When facing a hard decision, ask your manager. Ask your insurance broker. Ask your engineer. Ask a strata lawyer for a one-hour consult. The cost is low; the protection is real. A council decision documented as "made on the advice of [professional]" is almost always defensible even if it turns out badly.

For more on how council decisions translate into operational outcomes, see our guides to running effective council meetings, Squamish strata management, and switching strata managers in BC if your current firm isn't supporting council the way it should. And if your council wants a working partner who treats s. 31 and s. 32 as the foundation of every meeting (not an afterthought), reach out. We've sat at many Sea-to-Sky council tables and our office is in Garibaldi Highlands.