THE MAJORITIES REQUIRED IN GENERAL MEETINGS

The resolutions of the General Meeting of the co-owners are adopted or rejected, as the case may be, if a majority is reached or not. Depending on the repercussions such resolutions may have on the co-ownership, the majority required will be more or less difficult to achieve. The General Meeting of the co-owners adjudicates at two different majority levels: absolute majority and double majorities (enhanced majorities).

 

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.

Double majorities

Also known as enhanced majorities, double majorities affect the co-ownership’s more far-reaching decisions. Prescribed by articles 1097, 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.

A majority in number of the co-owners (50% + 1) representing at least 75% of the votes of all the co-owners

As a first step, this double majority requires obtaining the favorable vote of at least 75%  of the total 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 50% plus 1 of all the co-owners, regardless of the number of votes allocated to each of them. It is required for decisions concerning:

A 75% majority in number of the votes of the co-owners representing at least 90% of the votes of all owners

This double majority is described in sections 1098 and 1108 of the Civil Code of Québec. 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:

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''