MINUTES OF A CO-OWNERSHIP SYNDICATE
Contact the author : s.fiset@fisetlegal.com
A co-ownership syndicate is composed of two decision-making bodies: the board of directors and the general meeting of co-owners.
Both of these bodies must meet at least once a year to collectively adopt the resolutions necessary to preserve the interests of the body of co-owners and to safeguard their patrimony.
The proceedings of both the board of directors’ meetings and the general or special meetings of co-owners must be recorded in written minutes. In fact, under article 1070 of the Civil Code of Quebec, the syndicate of co-owners has a duty to keep these minutes in its register for later consultation[1]:
“Among the registers of the co-ownership, the syndicate keeps at the disposal of the co-owners a register containing the name and mailing address of each co-owner; the register may also contain other personal information concerning a co-owner or another occupant of the immovable if he expressly consents to it. In addition, the register contains the minutes of the meetings of the co-owners and of the board of directors, the resolutions in writing, the by-laws of the immovable and any amendments to them, and the financial statements. (…) »
(emphasis added)Generally, it is the responsibility of the secretary of each decision-making body to draft the minutes and enter them into the syndicate’s register. However, it may also be provided that another person is responsible for this task. Article 343 of the Civil Code of Quebec provides:
“The board of directors may designate a person to keep the books and registers of the legal person.
The designated person may issue copies of the documents deposited with him; until proof to the contrary, the copies are proof of their contents without any requirement to prove the signature affixed to them or the authority of the author.”
The minutes must be signed by the secretary of the decision-making body in question. Although not mandatory, it is recommended that the minutes also be signed by other directors or officers (usually the president) for purposes of verification and accuracy. The originals of the minutes are kept in the syndicate’s register.
CONTENT OF THE MINUTES
The standard format of minutes includes, first:
– the name of the co-ownership syndicate;
– the date, time[2], and place of the meeting or general meeting.
The minutes are then drafted following the agenda.
The minutes must be concise, written in clear language, and as precise as possible.
Comments or interventions made during a general meeting should not be included in the minutes, unless specifically requested by the board of directors or the general meeting.
Article 337 C.C.Q. Civil Code of Quebec sets out an exception to this rule for the board of directors:
“Every director is, with the other directors, liable for the decisions taken by the board of directors unless he requested that his dissent be recorded in the minutes of proceedings or the equivalent.
However, a director who was absent from a meeting of the board is presumed not to have approved the decisions taken at that meeting.”
(emphasis added)Board of directors’ meetings:
The main deliberations of the board of directors that directly affect the co-owners must be reported in the minutes. For example, decisions recorded may include adopted actions, as well as the accounts to be affected (contingency fund, cash reserve, operating expenses, etc.)[3].
The board is not required, however, to record routine management or purely administrative decisions.
Under article 322 C.C.Q., directors who act “honestly and loyalty” in the interest of the co-owners will demonstrate transparency but also “prudence and diligence” by producing the required minutes in the register as quickly as possible.
Posting the minutes of the meeting of the board of directors on a notice board in the building is a good transparency practice, as it allows co-owners to stay informed throughout the year.
The minutes of a general meeting may be read at the following meeting of the board of directors, unless the members waive this. This reading allows directors to suggest clarifications before its adoption.
The names of directors present and absent should also be indicated.
General meeting of co-owners:
The minutes of a co-owners’ general meeting must record the decisions made under articles 1096, 1097, 1098, and 1102 C.C.Q.: Civil Code of Quebec :
“1096. Decisions of the syndicate, including a decision to amend the by-laws of the immovable or to correct a clerical error in the declaration of co-ownership, are taken by a majority vote of the co-owners present or represented at the meeting.”
“1097. Decisions concerning the following matters are made by co-owners representing three-quarters of the votes of the co-owners present or represented:
(1) acts of acquisition or alienation of immovables by the syndicate;
(2) work for the alteration, enlargement or improvement of the common portions, the apportionment of the cost of the work and the granting of a movable hypothec to finance it;
(3) the construction of buildings to create new fractions;
(4) the amendment of the act constituting the co-ownership or of the description of the fractions;
“1098. Decisions on the following matters require a majority of three-quarters of the co-owners representing 90% of the votes of all the co-owners:
(1) to change the destination of the immovable;
(2) to authorize the alienation of common portions the retention of which is necessary to maintain the destination of the immovable;
(3) to amend the declaration of co-ownership in order to permit the holding of a fraction by several persons having a periodic and successive right of enjoyment.”
“1102. Any decision of the syndicate which, contrary to the declaration of co-ownership, imposes on a co-owner a change in the relative value of his fraction or a change of destination of his private portion is without effect.”
In addition to the basic information listed earlier, the minutes of a co-owners’ general meeting should also indicate:
– number of co-owners present[4];
– number of votes present or represented[5];
– each resolution reported in its most precise wording;
– the result of each vote[6] (number of votes for, against, abstentions);
– the reasons for adoption or rejection of a resolution, where applicable;
– the names of those who submitted proposals[7].
DEADLINE FOR TRANSMISSION OF MINUTES
Unless otherwise provided in the declaration of co-ownership, there is no specific deadline to produce minutes in the register of the co-ownership. The final version need not be produced immediately, but it must be possible to circulate extracts of resolutions or a draft version without delay, pending the official minutes. Furthermore, article 1103 C.C.Q. Civil Code of Quebec provides:
“Any co-owner may apply to the court to annul or, exceptionally, to amend a decision of the general meeting if the decision is biased, if it was taken with intent to injure the co-owners or in contempt of their rights, or if an error was made in counting the votes.
The action is forfeited unless instituted within 90 days after the meeting.
If the action is futile or vexatious, the court may condemn the plaintiff to pay damages.”
The board of directors has a strict obligation to keep co-owners informed by sending them minutes and resolutions within a fixed timeframe. In particular, articles 1102.1 and 1086.1 C.C.Q. provide as follows :
“1102.1. The board of directors shall send to the co-owners the minutes of every general meeting or every resolution in writing passed by a general meeting within 30 days of the general meeting or of the passage of the resolution. ”
“1086.1. The board of directors shall send to the co-owners the minutes of every decision made at a meeting or every resolution in writing passed by the board within 30 days of the meeting or of the passage of the resolution." ”
Since resolutions generally take effect at the close of the general meeting of the co-owners, it is important that all co-owners (especially those absent) be informed of them without delay.
Minutes are essential documents in the decision-making process. They are the official reference for the direction adopted by the board of directors and the general meeting and they allow all members of the body of co-owners to stay informed.
The information provided here is general in nature and cannot replace the need to obtain legal advice tailored to a specific situation.
[1] In an action for nullity of a meeting of co-owners, the court may order that the minutes be examined (Art. 1103 C.C.Q.). [2] The starting and ending time, mention of suspensions and adjournments. [3] Essential during subsequent accounting verifications, where disbursements will be more easily reconcilable if it is possible to justify them by a decision of the board of directors (Art. 336 C.C.Q.). [4] Attach the attendance sheet. [5] Articles 1096 to 1098 C.C.Q. – calculation of majorities. [6] In cases where a majority was required, it must be indicated. [7] The names of those who second motions do not necessarily need to be reported.
