Question: Can a meeting of co-owners take a regular decision despite the abstention of many co-owners present? How should these absentees be dealt with (a vote for or against)? And what about non-voting on a decision of the members of the board of directors?
Answer: Abstaining is a matter of concern in any democracy. Co-ownership is no exception to this reality. This question concerns both directors and co-owners: what about the scope of an abstention during a vote? However, the consequences are different, depending on whether it is the meeting of the co-owners or of the board of directors. In a meeting of co-owners, abstentionist co-owners are counted with the votes against, while for a meeting of the board of directors, non-voting directors are not taken into account (they have not "expressed themselves").
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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. Each director acts as a mandatary of the syndicate of co-owners. This person must comply with the obligations imposed on him by law and the constituting act of co-ownership and act within the limits of the powers conferred on him. A director sits on the syndicate's board of directors.
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WHAT YOU SHOULD KNOW! When there is a conflict between his personal interest and his duties, the director must, except in case of necessity, abstain from the discussion and from voting on the question. This rule does not apply, however, to matters concerning the remuneration or conditions of employment of the director.
WARNING! The notion of abstention should not be confused with the notion of dissent.
