Definition : Board of directors - Secretary

The board of directors is one of the two decision-making bodies of the syndicate of co-owners. It is a mandatory decision-making body for any syndicate of co-owners. Composed of one or more directors, it is the cornerstone of any well-managed co-ownership. In principle, it is the board of directors as a group that makes the decisions and not the directors individually. Its mission is to administer and ensure the preservation of the immovable. Its operation and decision-making process are governed by the declaration of co-ownership. An overview of the various specific facets of the Board of directors.

The law provides that a syndicate must keep a register at the disposal of the co-owners. Article 342 of the Civil Code of Quebec specifies that the board of directors keeps the list of members and the books and registers necessary for the proper functioning of the legal person. This register is the memory of the syndicate, and consequently, its archives. In is thus invaluable. Much more than a mere witness of the sound management of an immovable, it is its prime instrument. Therefore, preservation and access are the hallmarks of this register.  

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.   

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.

A meeting of the board of directors can hardly take place without an agenda. In order to deliberate, the directors must be made aware, before the meeting, of the questions on the agenda. This is why it must be attached to the notice of meeting, usually prepared by the president of the board of directors. It contains all the questions that will be submitted to the deliberations of the meeting. This document must be specific and unequivocal in order to ensure the smooth conduct of the meeting.