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The quorum at the Board meetings and the General meetingsof the co-owners

The quorum at the Board meetings and the General meetingsof the co-owners

It is important to understand the difference between the manner of establishing the quorum required to hold a meeting of the members of the Board of Directors, and the one required to hold a General meeting of the co-owners.

Board meetings

In the majority of cases, the Board of Directors of a syndicate of co-ownership will be composed of individuals who are co-owners in title of at least one fraction in the co-ownership's building. These people are elected annually by the co-owners at the annual general meeting.

The directors are invested with administrative and decisional powers, but these powers are those of the Board of Directors, and not of any of its individual members. The Board of Directors must thus meet to exercise its decisional power, and, for such a decisions to be valid, it is essential that the majority of its members be present at the meeting1.

This “majority” constitutes what we call the “quorum”. For example, in the case of a Board of Directors composed of five people all of whom have been validly called to the meeting, the presence of at least three directors is required for it to take place. On the other hand, it is important to understand that any decision by the Board will be nonetheless subject to majority rule: in our example, three directors present must vote in favour of a proposal for it to be adopted by the Board of Directors and to constitute a Board decision.

It is important to understand that the number of votes that individual Directors may hold as co-owners at the General meeting of the co-owners, has no bearing during the calculation of the quorum, or of a vote within the Board of Directors. Moreover, all the members of the Board have one vote when voting on a motion raised at the Board meeting, and none of the members have a preponderant or «swing» vote..

The General meeting of the co-owners

Contrary to the rules governing Board meetings, the calculation of the quorum for the purpose of holding an Annual or Special General of the co-owners takes into account the number of votes attributed to each fraction by the declaration of co-ownership. Therefore, the quorum is not composed by a majority in number of co-owners present in person or by proxy, but rather by the majority of the votes which they hold under the terms of the declaration of co-ownership. This number of votes corresponds to the relative value of each fraction and is expressed as a percentage, and thus the quorum will validly constituted by the presence in person, or by proxy, of a number of co-owners who together represent more than 50% of the votes held by all the co-owners. When this is reached, the general meeting can be officially opened and can proceed with the business indicated on the agenda and will be able to exercise its decisional power, subject to the rules of the particular majorities covered by article 1096 C.c.Q. (simple majority for ordinary decisions of the assembly), article 1097 C.c.Q. (double majority) and 1098 C.c.Q. (double special majority).

For decisions requiring a vote by simple majority under article 1096 of the C.c.Q. (example: adopting a building bylaw), the motion will be adopted if it receives the support of a majority of the votes of the co-owners present or represented at the meeting by proxy. Therefore, it is important to know the number of votes held by these persons, then calculate the number of votes held by all those who vote IN FAVOUR, versus all those who vote AGAINST. When there are more votes IN FAVOUR than AGAINST, the motion is adopted.

When holding a vote requiring one of the higher majorities required by articles 1097 and 1098 of the C.c.Q., it can occur that it cannot be attained, even if there is a quorum.

In the case of article 1097 C.c.Q., a vote on one of the subjects mentioned (example: a proposal to modify the common portions of the building), requires a numerical majority of the co-owners in title of the building (not only of those present or represented at the assembly), and secondly, that all the co-owners voting in favour of the proposal together represent a minimum of 75% of the votes held by all the co-owners of the building. It is also important to understand that co-owners who hold un-divided ownership of a fraction (for example a fraction owned by more than one person such as in the case of spouses) in the calculation of the number of co-owners. In this case, the number of co-owners will be probably higher than the number of housing units in the building.

Whenever less than 75% of the votes are present or represented by proxy at the meeting, the possibility for the general meeting to make a decision covered by article 1097 C.c.Q. becomes a mathematical impossibility, and all the more so for decisions covered by article 1098 C.c.Q.

If you're unsure of how to proceed, don't hesitate to contact us.

About the author

Me Kevin J. Lebeau, avocat

Diplômé de l'Université McGill (B.A.) et l'Université de Montréal (LL.B.), Me Lebeau est membre du Barreau du Québec depuis 2000.

Depuis 2001, il a exercé en droit immobilier avec concentration en droit de la copropriété dans plusieurs contextes, dont en milieu d'association, en société et en contentieux d'entreprise au sein d'une firme de gestion se spécialisant dans la gestion des copropriétés divise, Gestion Immobilière Ges-Mar Inc. Me Lebeau est également conseiller juridique aux membres d'Avantages Condo.

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