The appointment of meeting officers remains a must for the holding of any meeting of co-owners. The range of titles and offices attributed to them is varied: president, vice-president, secretary and scrutineer. Although the functions of each of these speakers are distinct, their purpose is to ensure the proper conduct of the proceedings and their transcription in the minutes in order to record the decisions taken. It is the By-laws of the immovable (second part of the declaration of co-ownership) that provide the rules in this matter. However, the civil liability of an officer of an assembly with regard to the tasks incumbent on him is largely unknown. Yet many Quebecers accept this office, while ignoring this reality.
The role of assembly officer creates a liability, which can be questioned by any co-owner who believes he is suffering prejudice because of an irregularity in the way the meeting was held. In the event that an officer does not observe a duty of care and diligence in carrying out his or her mandate, he or she may be subject to legal proceedings - whether paid or not - in the event of a serious breach of his or her duties. This could be the case of the president of the assembly who makes an erroneous decision when calling for a vote on this or that resolution. He may also engage his responsibility with one or more co-owners insofar as he must ensure the regularity of the debates, votes and minutes.
Purpose of the coverage
Such insurance limits the impact of the financial consequences that the general meeting officers would suffer on their assets. It protects them by assuming their defence, that is to say by paying the costs associated with the insured’s defense (legal fees, expert fees and other court fees). And if they are held liable, it will pay the damages and other costs that the insured is required to pay following a claim.
Obligation to be insured
As a result of article 1073 of the Civil Code of Quebec, civil lability insurance for meeting officers became mandatory on April 15, 2021. It covers the civil liability of the president and the secretary of the general meeting along with that of the other persons entrusted with its orderly process. The declaration of co-ownership can also specify the amount of coverage. This insurance not only aims to protect the general meeting officers, it also allows the syndicate and co-owners to be adequately covered, in the event that a general meeting officer is at fault, makes mistakes or omissions, or is negligent in the performance of his duties.
The civil liability policies of the general meeting officers do not cover all situations involving legal liability. They usually include several exclusions. For example, damage caused by intentional fault and gross negligence, as well as fraudulent acts, are generally not covered.
WHAT YOU SHOULD KNOW ! By becoming a general meeting officer, you are exposed to certain risks that may engage your personal liability. It is therefore in your best interest to require the board of directors to take out liability insurance so that damage to third parties is covered by such insurance policy.
WHAT TO KEEP IN MIND : The syndicate of co-owners should take out liability insurance for general meeting officers, particularly to maximize the chances of people outside the co-ownership accepting this position.
WARNING! Although the multi-risk insurance underwritten by the syndicate generally provide for civil liability coverage for directors, this coverage does not necessarily cover the actions of the general meeting officers. To dissipate any doubt, the board of directors must ensure that the liability coverage of the directors is extended to the general meeting officers.