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.
In order for the board of directors to validly deliberate and make decisions, the declarations of co-ownership generally provide that a minimum number of directors must participate to the meeting. This requirement is called the quorum. Unless the board of directors is composed of a single director, the quorum at a meeting of the board of directors is generally set by the By-laws of the immovable by a majority of the current directors. Recall that the quorum is defined in order to ensure the representativeness and authority of the board of directors. It avoids decision-making by a limited number of directors. Therefore, it must be checked at each board meeting.
The By-laws of the immovable generally provide all the director’s office specific provisions, including the duration of his term of office. If the By-laws are silent thereon, the legal term of one year will apply, in accordance with section 339 of the Civil Code of Québec, which specifies that “At the expiry of that period, their term continues unless it is revokedˮ. A director usually remains in office until the next annual general meeting of the co-owners, who will proceed to a re-election.