Definition : Board of directors - Minutes

At a meeting of the board of directors, directors must not make any decision that is biased, or with the intention of harming the co-owners (or any of them) or disregarding their rights. In case of defect, the co-owners (or a director) can now take legal proceedings to oppose decisions taken by the ​Board of directors. Article 1086.2 of the Civil Code of Quebec, which came into force on January 10, 2020, allows the court to set aside or, exceptionally, to correct a decision of the board of directors. The proceedings must be initiated within 90 days of the decision of the board of directors. In order to promote stability of the Board’s decisions, the legislator allows to bring such recourses only in certain circumstances.

It is possible to make a decision without having a meeting. Article 354 of the Civil Code of Québec recognizes the value of a written resolution: "Resolutions in writing signed by all the persons qualified to vote at a meeting are as valid as if passed at a meeting of the board of directors, at a general meeting or at a meeting of any other organ”. Co-owners and directors may make a decision by the means of a resolution in writing, without any general meeting of the board of directors or meeting of co-owners being held as such. This mechanism is provided by law, when it is not essential for a meeting or a general meeting to be convened, since the salient points of the subject to be discussed have already been dealt with, to everyone’s satisfaction. This is to avoid cumbersome formalism, although written resolutions should be used with caution and parsimony.

The law provides that the syndicate must keep a register available to the co-owners. Article 342 of the Civil Code of Quebec specifies that the board of directors shall keep the list of members, as well as the books and registers necessary for the proper functioning of the legal person.  This register represents the memory of the building for those who administer it. It constitutes the history of the experience of the condominium from its conception, and this by specifying its maintenance and the work undertaken, while listing the contractors and suppliers who intervened. In this sense, it is invaluable. The syndicate must preserve for organizational and management purposes, or for legal protection and evidence purposes, all documents and information relating to the operation of the co-ownership. That is why "preservation", "access" and "archives" are the hallmarks of this register.

Decisions taken by directors must be recorded and recorded in the minutes. This document is essential for a co-ownership, because it ensures the written preservation of the deliberations of the board of directors, as well as that of  the result of each vote, so that any co-owner and director can refer to it over time. It also shows that the meeting of the board of directors was held properly. As such, it must be as detailed and clear as possible, without repeating everything that was said at the meeting. Personal assessments and quotations should not appear in the minutes of the Board of Directors. In view of its importance, this document must respect a certain formalism.