Definition : Board of directors - Blockage in decision-making

Total inability to carry out a vote due to a tie vote of the directors during decision-making. In this regard, the Civil Code of Quebec has provided for cases of systematic impediment or opposition of some directors, which mean that the board of directors can no longer act according to the majority rule or another proportion provided for in the declaration of co-ownership. In such circumstances, the other directors may act alone in respect of conservatory acts. They may also act alone with regard to acts that require prompt action, subject to the court's authorization.

If the situation persists and the administration of the syndicate of co-owners is seriously impeded, the court may also make various orders deemed appropriate, depending on the circumstances (article 341 of the Civil Code of Quebec 2e paragraph). However, it should be noted that this rule of law is an exceptional remedy, which must be used with great caution and above all by ensuring that each and every one of the conditions giving rise to it has been strictly observed.

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The board of directors occupies an important function in co-ownership governance. It holds meetings as often as the interest of the collectivity of co-owners require and addresses any matter that concerns the syndicate’s good management. These meetings are moderated by a president who ensures their efficient conduct. Directors can debate and reflect upon the orientations to give to their co-ownership. The more carefully and methodically the meetings are prepared, the more motivated and interested the members will be to participate thereto. Moreover, precise rules must be followed imperatively, otherwise the decisions taken could be invalidated.  
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