Richard LECOUFFE

Richard LeCouffe has been a lawyer since 1976. He is a graduate from the Université de Montréal, from which institution he received his law degree (LL.L.) in 1974.

During his career, although Me LeCouffe was mostly involved in labour and employment law affairs and negotiating labour collective agreements, he also had the opportunity to become very familiar with condominium law. Among other things, he has contributed in the writing of many articles, books, conferences, memoirs and legal procedures on the latter subject.

The co-ownership’s registers

declaration-copropriete-86.jpgJanuary 27th, 2016.  Among the various obligations imposed upon each and every Syndicate of co-ownership, there is a particular one worthy of note. It is the obligation to keep the list of the Syndicate’s co-owners and the books and registers necessary for the proper functioning of the Syndicate. This is easily understandable, since the Syndicate, as a moral person distinct from its members, has its own “corporate life” which must be properly documented. The Code also tells us that these documents are the Syndicate’s property and that the co-owners have access to them (Article 342 of the Quebec Civil Code).

One of the best ways for the board of directors to attain effective management of the Syndicate is to start by keeping up properly held registers, so that the information is complete, accurate, orderly and easily available for the co-owners.

The contents of the registers

Article 1070 of the Quebec Civil Code enumerates what the Syndicate’s registers must contain. It also says that these documents are kept at the disposal of the co-owners. They are the official documents relating to the Syndicate’s “birth” (declaration of co-ownership, cadastral plan, plans and specifications of the building as built) and the Syndicate’s “life” (both registers of co-owners and lessees, minutes of the meetings of co-owners and the board of directors, financial statements, etc.)

1.The declaration of co-ownership

A copy of the declaration of co-ownership and its amendments, including all amendments to the by-laws, must be kept available for every co-owner to consult. Indeed, while article 1060 of the Quebec Civil Code provides that “it is sufficient for amendments to the by-laws of the immovable to be filed with the Syndicate”, this really means they must be “filed in the register and kept available for consultation by the co-owners”.

2. The cadastral plan

The cadastral plan is the legal document which contains the registration of the private portions and the common portions of the building. It too has to be kept available for every co-owner to consult. The Syndicate can also keep the localization certificate of the common portions, but is not compelled to keep localization certificates of private portions. These are rather within the competence of each and every individual co-owner.

3. The plans and specifications of the immovable built

The English version of article 1070 of the Quebec Civil Code states that the Syndicate must also keep at the co-owners’ disposal “the plans and specifications of the immovable built”. It is worthy of note that the French version of article 1070 Q.C.C. adds the words “le cas échéant”, since such plans and specifications of the building as built are not always available. Often, the only plans available are the ones that were deposited at the city by the promoter in order to obtain his construction permits, but those usually do not represent the “immovable as built”.  In such cases, directors of a co-ownership should prepare an exhaustive file of all common portions of the building, including photographs and sketches, in order to have the best possible representation of the building “as built”.  This would be precious information if ever some parts of the building must be rebuilt after a fire or some other disaster.

For the same reason, directors should document each and every modification done to the building, including modifications within private portions done by co-owners, such as installing wooden floors.  This information would be very important in order to accelerate payment by the insurance company, following a fire.

4. The co-owners register

The Syndicate must keep a register at the disposal of the co-owners “containing the name and address of each co-owner”.  This is a crucial document for every Syndicate, since it is used notably to convene all co-owners to annual or special meetings and to vote during such meetings. Therefore, this list must be complete and accurate, always up-to-date, in order to identify clearly each and every co-owner and the number of votes each of them holds, including undivided co-owners.

5. The lessee’s register

Since renting of private portions within a co-ownership can sometimes be limited by the declaration of co-ownership or become a source of problems, the Syndicate must keep a list of all tenants in the building. It too must be complete and accurate, always up-to-date.

6. Minutes of the meetings of the board of directors

As proxy for the Syndicate, the directors must keep track of their decisions in managing the affairs of the Syndicate. These decisions are taken by the vote of a majority of directors (article 336 of the Quebec Civil Code) and every director is liable for the decisions taken, unless he requires that his dissent be recorded in the minutes of proceedings (article 337 of the Quebec Civil Code).

It should be noted that the minutes of such meetings do not have to record all proceedings and discussions held before such vote.  Also, it should be clear that it is not all “decisions” that need to be recorded in the minutes. Ordinary day-to-day decisions that are of little significance do not require that, but the ones that bind the Syndicate or have a pecuniary impact on the Syndicate’s finances must be.

7. Minutes of the meetings of co-owners

The minutes of all meetings of co-owners, whether annual or extraordinary, must also be kept in the registers and available for later consultation by the co-owners. This includes all the documents relating to each meeting  (notice calling, order of the day, attendance sheet, financial statements and budget, documents handed out during the meeting, etc.). The minutes of these meetings also do not need to be a verbatim of all the discussions held during the meeting.

8. Financial statements

Article 1070 of the Quebec Civil Code clearly mentions the Syndicate’s financial statements as having to be kept in the registers. This includes documents relating to the annual budget and the contingency fund as well.

9. All other documents relating to the immovable and the Syndicate 

Documents relating to the immovable and the Syndicate will include notably the building status certificate, the maintenance records, reserve fund studies, financial plan for the maintenance and repairs to the common portions, various pumps, compressors, furnace and elevator warranties and maintenance sheets, all contracts (whether employment contracts, insurance contract, supplies and services contract, etc.) or judicial pursuit in which the Syndicate is involved.

A rigorous, clear and tidy upkeep

Again, let me insist: one of the best ways for the board of directors to attain effective management of the Syndicate is to keep up properly held registers, so that the information is complete, accurate, orderly and easily available for the co-owners. This is the core of proper administration and it is a sign of a well-managed co-ownership.

My next chronicle will look further into the conservation of documents held in the register and the access to these documents that must be given to the co-owners.

 

Richard LeCouffe, avocat

Therrien Couture Joli-Cœur S.E.N.C.R.L

1801, avenue McGill College
Bureau 1400
Montréal (Québec)  H3A 3H3
Tél. : (514) 335-9595  / sans frais 855 633.6326

[email protected]

 

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