Minutes of the General Meeting

The minutes of the meeting are a document of paramount importance to ensure the execution of the decisions of the meeting. Therefore, the 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.

Content

Drafted during the general meeting, it should include the following indications and elements:

  • The name of the syndicate of co-owners;
  • The type of general meeting (annual, special, make-up or transitional);
  • The date and place of the general meeting;
  • The start time of the general meeting;
  • The number of co-owners present or represented, as well as the number of votes they represent, including those whose voting rights are suspended or reduced (in order to determine the quorum);
  • The questions on the agenda;
  • The names of the president, secretary and scrutineers of the general meeting;
  • The names of invitees convened by the Board of Directors (e.g., auditor);
  • The names of the authors of proposals made during the general meeting and, if required, of those who seconded these proposals;
  • The text of the resolutions to be voted upon;
  • The type of ballots;
  • The result of each vote under the heading of each item on the agenda, in number of votes in the case of a resolution for adoption by an absolute majority or a simple majority, and  in number (of co-owners) and in votes  in the case of a resolution requiring for its adoption double majorities (reinforced majorities);
  • The time at which the general meeting ended or the time of its adjournment, as the case may be, for want of a quorum;
  • The name and capacity of the persons who sign the minutes.

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 meeting of co-owners

The appointment of a secretary of the meeting of co-owners 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.

Drafting rules

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.

In addition, the minutes usually mention the names of all persons who submitted proposals on a given subject to the meeting. It may also mention the persons who supported these proposals (called second proposer), if any, without this being mandatory. Unless there is a specific mention (set out in the declaration of co-ownership) of the need for a proposal to be supported, this procedure is not mandatory.

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. The minutes thus give probative value to the decisions validly taken at the general meeting, in the absence of a challenge made within the required delays. It is therefore unnecessary to have them approved by the co-owners at the next general meeting.

Transmission delay

The Act now requires the board of directors to communicate a copy of the minutes from the meeting to each of the co-owners. Under article 1102.1 of the Civil Code of Quebec, the board of directors of the syndicate must send to co-owners the minutes of any meeting of co-owners or any written resolution adopted by it, within 30 days of the meeting or the adoption of the resolution.

Failure to act expeditiously by the board of directors may be detrimental to the co-owners. It should not be forgotten that the decisions recorded in the minutes take effect when the meeting is adjourned. From that moment on, the countdown to the 90-day deadline to contest them is triggered. In this regard, any co-owner may apply to the court to cancel a decision of the meeting or, exceptionally, to amend it, within 90 days of the meeting being held.

Conservation

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).

http://www.condolegal.com/images/Boutons_encadres/A_retenir.pngWHAT 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.  

 

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