Definition : Board of directors - Minutes

Document in which are transcribed the deliberations of the Board of Directors and the result of the vote and the counting of the votes on the resolutions tabled. Article 1086.1 of the Civil Code of Quebec states that the board of directors must transmit to the co-owners, within 30 days of the meeting, the minutes of any decision made during a meeting. This article must be read with article 1086.2 of the Civil Code of Québec, which provides for a legal proceeding for any co-owner or director for annulment or modification of a decision of the board of directors. In addition, the minutes are part of the documents produced in the register of co-ownership. It must be made available to any co-owner who requests it.

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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.
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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.
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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.
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The decisions made by the directors must be noted and recorded in the minutes. These are is an essential co-ownership document, because it ensures the written preservation of the board of directors’ deliberations, and of the results of each vote, so that any co-owner and director can refer to them over time. It also allows to verify if the meeting of the Board of Directors was conducted within the rules. Given its importance, this document must respect a certain form.
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