General Meetings Quorums

 

In order for a General Meeting of co-owners to deliberate and adopt decisions, the Law provides that the co-owners (present or represented), eligible to vote, must hold the majority of votes. This requirement is called a quorum. Should it not be achieved, the Law provides for holding a second General Meeting of co-owners during which the rules for calculating the quorum will be less stringent. An overview of the various requirements to obtain a quorum.

 

Quorum Validation

From the outset of the General Meeting, the president of the Meeting must ensure there is a quorum. To ascertain it, one must add the votes of the co-owners present or represented (proxy). This calculation can be carried out using the attendance sheet. If a quorum is already  reached at the time indicated in the notice of call of the General Meeting, or before the expiration of the  period of grace set in the By-Laws of the immovable  (such as, within 30 minutes after the specified time for the beginning of the General Meeting), the General Meeting  may proceed and legally take any decision on the matters on the agenda.

Quorum in votes

Article 1089 al. 1 of the Civil Code of Québec provides that there is a quorum when the co-owners holding a majority of the votes are present or represented at the General Meeting (50% + 1). In this case the quorum is not calculated in number of co-owners present or represented, but in number of votes.

Suspension of voting rights

Article 349 of the Civil Code of Québec states that "The proceedings of the General Meeting are invalid unless a majority of the members qualified to vote are present or represented”. In the calculation of the quorum, must be subtracted from the total votes (constituting 100%) the votes of co-owners who for more than three months, have not paid their share of the common expenses or contribution to the contingency fund, because their right to vote is suspended automatically, as long as they have not paid their dues.

Voting rights reduction

The calculation of quorum is also affected, by a voting right reduction. This occurs when:

The net effect of a voting right reductions on the calculation of a quorum is sometimes difficult to grasp. To demystify it all, we propose two case figures:

In the case where, in a co-ownership comprising less than five fractions, the majority co-owner holds 550 votes, while the two other co-owners hold 450 votes (in total) and the three of them are in attendance at the General Meeting. The votes of the majority co-owner will be reduced to 450. Thus the number of votes used to calculate the quorum will decrease from 1000 to 900, and the quorum will be  451 votes (900 divided by 2 = 450 +1 = 451).

The second case involves a co-ownership with five or more fractions, and a situation where the votes of the developer may not exceed 25% of the total votes of the co-owners. The number of votes of the co-owners, excluding those of the developer, represent 75% of all the votes. To calculate the quorum correctly, one must allocate to the developer a number of votes equal to 25% of the total number of votes (held by all co-owners). If the developer holds 550 votes and the other co-owners 450 votes, the aforementioned reduction will have the effect that   the said 450 votes represent a proportion of 75% of all votes. The total number of votes used to calculate quorum will thus be 600 votes, which gives a proportion of 25% to the developer (150 votes out of 600) and 75% of the votes to the other co-owners (450 votes out of 600). In this example, the quorum is 301 votes (600 divided by 2 = 300 + 1 = 301).

Adjournment

The quorum shall be satisfied at the opening of the General Meeting. In principle, it must be maintained throughout its course. Failure to obtain or maintain a quorum may occur:

  •  At the time specified in the notice of call or at the expiry of the period of grace in the By-Laws of the immovable;
  • Following the departure of one or more persons. (A meeting at which there is no longer a quorum shall be adjourned if a co-owner requests it.)

Quorum in attendees

If a quorum is not reached, or is not maintained, a second so-called Make-up General Meeting (MGM) must be convened. It may deliberate, so long as a quorum in attendees is maintained.

Article 1089 al. 2 of the Civil Code of Québec provides that three quarters of the members present or represented at the new meeting constitute a quorum. Obtaining it is easier because it is not based on the number of votes, but rather on the number of co-owners present or represented. For example, if there are at the opening of the General Meeting only 12 owners present or represented out of the 70 co-owners in the immovable, the General Meeting will be declared open and will remain so even if this number is reduced to 9 during its course (regardless of the number of votes attached to the fraction of the said co-owners). If that number drops to 8, the quorum is lost. A co-owner may  then move for the adjournment of the meeting and a new Make-up General Meeting shall be convened.

To sum up, remember that during the make-up General Meeting, the law does not require a minimum number of co-owners to be in attendance or represented. Regardless of the number of participants, the quorum takes into account those persons who were present or represented at the opening of the General Meeting.

 

   WHAT YOU SHOULD KNOW! The quorum is satisfied when the co-owners representing the majority of the votes are present or represented at the General Meeting. Otherwise, the general Meeting will be adjourned and reconvened. At the next General Meeting, called the make-up General Meeting, the quorum can be maintained by three quarters of the co-owners present or represented.

WHAT TO KEEP IN MIND : The quorum is calculated at the time of calling the General Meeting of co-owners to order, but sometimes also at the time of addressing the issues to be voted on. Note that any -co-owner may ask, the president of the General Meeting, that it be adjourned if the quorum is not maintained.

  WARNING! The rule providing, at the opening of the make-up General Meeting, a reduction of  the quorum conditionally upon the representation of  three-quarters of the co-owners present or represented, does not have  the effect of lowering the double majorities of  the Civil Code of Quebec.

  CONSULT THE PUBLICATION: Guide de procedure et de fonctionnement des assemblées des copropriétaires (Procedures and operation of general meetings of co-owners guide)

 

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