The act, by a director not to vote during a meeting of the Board of Directors. When there is a conflict between his personal interest and his duties, the director must, except in case of necessity, abstain from participating in the debate and from voting on any question.
The Board of Directors (the Board) is made up of members called directors. Their appointment is subject to certain formalities. In this regard, article 1084 of the Civil Code of Québec provides that the composition of the Board of the syndicate, the method of appointment, replacement or remuneration of the directors, as well as the other terms and conditions of their office, are fixed by the by-laws of an immovable.