THE MAJORITIES REQUIRED IN GENERAL MEETINGS

 The resolutions of the General Meeting of the co-owners require complex calculations in order to determine whether a the required majority has been reached. To do so, you must make sure that the register of co-owners is up to date, and that the compilation of votes is done according to the relative value specific to each fraction. This reduces the risk of contestation of an adopted resolution. That said, some decisions have extremely important consequences for all co-owners so the requirements in terms of majorities are then higher. For this reason, the law imposes three levels of majority: absolute, enhanced and double majority, depending on the importance of the decision to be taken.

ABSOLUTE MAJORITY

The object of an absolute majority

This type of majority applies to day to day decisions of the co-ownership that are not under the jurisdiction of the Board. It applies whenever the Law does not require a different majority, and is more particularly required for decisions concerning:

Computation method

An absolute majority decision, to be distinguished from simple majority, is a decision supported by the majority vote of the co-owners present or represented on the day of the General Meeting. This majority is obtained only if the total number of “in favor “votes on a resolution is higher  than the total number of votes "against" and votes that abstained or did not participate in the ballot. For this reason, you must be aware that blank votes, invalid votes and abstentions produce the same effect as votes "against".

An example

In a ballot where 80 % of the co-owners votes are present or represented, and 38% of the votes are «in favor ", 22% of the votes «against", and 20% of the remaining votes abstain, the resolution will be defeated, as only 38% of votes are in favor, when 40% + 1 was required  .

Before a vote is taken, it is strongly recommended to verify the percentage of the votes of the owners present or represented, to determine the number of votes required for a decision. Staying on top of the co-owners arrivals and departures during the General Meeting is another important element, to avoid the occurrence of an error in the tally . Even more so if a ballot is expected to be tight.

The election and replacement of directors: a particular case

Under Article 1084 of the Civil Code of Québec, the method of appointment and replacement of directors is set in the by- laws of the immovable. This provision gives the necessary latitude to choose a procedure better adapted to each co-ownership’s situation. The owners could therefore choose a mode of appointment of their directors, which does not require the election of each director be subjected to an absolute majority vote. For example, if three director positions are to be filled and there are five candidates, the By-law of the immovable could determine that the three candidates obtaining the highest number of votes are elected. In such a case the directors would be elected by a simple majority.

However, the declarations of co-ownership generally provide, that the directors are appointed by the means of an election, without giving any details as to how the election is to be held. In this context, when the number of candidates exceeds the number of postings   to be filled, the voting process is evidently more complex than voting a resolution. The task at hand is not to grant the title of director to those who have obtained the highest number of votes. The election of a director is conditional upon obtaining an absolute majority. Failing to attain that threshold, it may take more than one ballot to elect directors.

Enhanced majority

To compensate for a high rate of absenteeism at meetings of co-owners, the legislator made it easier to take certain decisions, by virtue of a legislative reform on co-ownership adopted on December 6, 2019. His intention was obvious: to evolve the declaration of co-ownership and allow the beneficial upgrades of a building, both legally and physically. This resulted in an amendment to article 1097 of the Civil Code of Quebec, which came into force on January 10, 2020. We thus replaced a double majority by an enhanced majority. This means that from now on, certain decisions only require the obtaining of three quarters of the votes of the co-owners present or represented at the meeting. It is required for decisions concerning:

Double majorities

Also known as enhanced majorities, double majorities affect the co-ownership’s more far-reaching decisions. Prescribed by articles 1098 and 1108 of the Civil Code of Québec, they are not only calculated by taking into account the votes of all the co-owners of the immovable  (in attendance, represented or absent), but also taking into account the actual number of co-owners in the co-ownership. At the outset, it requires obtaining the favorable vote of at least 90% of all the votes of the co-ownership. It also requires that those persons who voted in favor of the adoption of the resolution represent at least 75% of all the co-owners, regardless of the number of votes allocated to each of  them. It is required for decisions concerning:

Veto power

Under article 1102 of the Civil Code of Québec, the General Meeting cannot, without the consent of the affected owner, adopt a resolution that would have as a consequence a change to the relative value of his fraction or the destination of his private portion.

This article does not imply a modification to the majority required to amend the declaration of co-ownership. The consent of the said owner can be expressed by its favorable vote or by the intervention of the latter in the notarial deed prepared to amend the declaration of co-ownership.

 

 WHAT YOU SHOULD  KNOW! The declaration of co-ownership cannot modify the majority regime prescribed by the Civil Code of Québec. Not only this regime cannot establish more flexible rules, it cannot, either, be more demanding than the Law. The legal majorities are mandatory, it is not possible to derogate from them.

WHAT TO KEEP IN MIND: To be adopted in a General Meeting, important resolutions require a double majority vote. It varies in number and in percentage, in accordance with the importance of decisions to be taken.

 WARNING! Certain declarations of co-ownership registered before January 1, 1994 provide for a unanimous vote for decisions to change the destination of the immovable. Under section 53 of the Act respecting the implementation of the reform of the Civil Code, this unanimity remains as an exception.

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

 

Return to the super-factsheet ''Voting in a General Meeting''