Decisions taken by co-owners in a general meeting must be recorded and entered in the minutes. This document is essential for a co-ownership because it ensures the written preservation of the deliberations or consultation of the general meeting, as well as the result of each vote so that any co-owner and director can refer to it in due course. It also allows to ascertain that the general meeting was conducted in accordance with the rules. Given its importance, this document must respect a certain formalism.
Drafted during the general meeting, it should include the following indications and elements:
It is also useful to annex the attendance sheet to the minutes so that may be verified whether the required quorum has been reached and calculate the majority required for the adoption of the resolutions voted upon.
The secretary of the general meeting
The appointment of a secretary of the general meeting is the obligatory prelude to the deliberations. It is in principle the By-Laws of the immovable that specifies the person responsible for taking notes on the debates of the general meeting, to draft and sign the minutes.
The minutes must be drawn up with impartiality and precision, following the chronological order of the general meeting. It is therefore important to transcribe in full the content of each resolution presented, as well as the reasons for its adoption or rejection, and to indicate the result of the vote. In addition, it is necessary to mention the reservations expressed by the opposing co-owners on the legality of the decisions. Although the minutes must reflect the reality of the debates, it is not required or even desirable that all statements made during the general meeting be fully reported.
Signing the Minutes
It is generally the responsibility of the president and of the secretary of the general meeting to sign the minutes. The purpose of these signatures is to confirm that the contents of the minutes reflect the deliberations of the general meeting and the outcome of each decision taken by the general meeting.
Its probative value
The minutes constitute the material evidence of the content of each resolution. Thus any interested party who challenges its accuracy must prove his point within the required delays. The minutes thus give probative value to the decisions validly taken at the general meeting, which is why it is unnecessary to have them approved by the co-owners at the next general meeting.
The Law does not set a specific time limit to deposit minutes in the register of co-ownership or for the Board of Directors to forward a copy of the minutes of the general meeting to each co-owner. However, the failure to act promptly may be prejudicial to co-owners, as the decisions reported in the minutes take effect at the end of the general meeting. From that moment, the countdown of the 60-day delay to challenge them is triggered. In this regard, any co-owner may ask the court to set aside a decision of the general meeting within 60 days of the general meeting.
Once signed by the president and the secretary of the general meeting, they must be deposited in the register of the co-ownership so that the co-owners can have access to them. Article 1070 of the Civil Code of Québec provides that the syndicate has an obligation to keep at the disposal of the co-owners a copy of the minutes
The Board of Directors is the custodian of the registers containing the minutes of the general meetings of the co-owners and their annexes. It is thus compelled to issue a copy or an extract to any co-owner who requests it. The declaration of co-ownership may provide a fee for the communication of such documents.
WHAT YOU SHOULD KNOW! The minutes must be drafted during the general meeting and ideally signed at the very end - or shortly thereafter - by the president and the secretary of the general meeting. As soon as they are signed and kept in the registers of the co-ownership, these minutes are proof, until proof to the contrary, of the deliberations of the general meeting and of the results of each ballot (articles 342-343 CCQ).
WHAT TO KEEP IN MIND! Minutes of the decisions taken at a general meeting must be drawn up after each session. In addition, the sheet attesting the presence of the co-owners or their mandatories at the general meeting must be attached to the latter.
WARNING! The minutes of the general meeting of the co-owners is an integral part of the register of co-ownership and must be made available to any co-owner upon request. It constitutes the material proof of the existence and content of each resolution submitted to the general meeting.