The members of the board of directors play a key role in the co-ownership: they must be involved in the life of the building to ensure the proper management of the co-ownership and the well-being of the co-owners. Usually appointed by the Meeting of the co-owners, the director is a member of the Board of Directors of the syndicate. Its duties are to make decisions on the directions and priorities of the Syndicate. Such Decisions are without limitation for the purpose of the preservation of the immovable and also the management and maintenance of common portions. People who are thinking of becoming a director of a syndicate of co-owners have or should ask themselves certain questions before submitting their candidacy for this office. Do I have the required qualities and skills?
The conditions for being eligible for the office of administrator are found in the Civil Code of Quebec and in the declaration of co-ownership (by-laws of the immovable). The director must be a natural person, a legal person cannot be a member of the board of directors of another legal person. In addition, the exercise of this function is excluded to a bankrupt or to a person to whom the court prohibits the exercise of this function. The same is generally true for minors and persons of full age under tutorship.
Although the directors of a co-ownership are often co-owners, the law does not prevent a third party (e.g. a tenant) from being appointed as a director. However, the by-laws of the immovable could provide otherwise, so that an administrator must be one of the co-owners of the immovable.
The by-laws of the immovable may provide for other restrictions, such as the prohibition on couples (spouses or common-law partners) from sitting on a board of directors at the same time. For example, some syndicates of co-owners will want to impose as a condition of eligibility the absence of a criminal record to avoid having to submit an application to the court under article 329 of the Civil Code of Quebec. The purpose of this type of recourse is to prohibit the exercise of the function of director of a legal person (for example: a syndicate of co-owners) to any person found guilty of an indictable offence involving fraud or dishonesty in a matter related to legal persons, or who has repeatedly violated the laws relating to legal persons or failed to fulfil his obligations as a director.
Moreover, at no time could the meeting of co-owners elect someone who did not stand as a candidate. It is therefore desirable that any aspirant to the post of director be present on the day of the meeting, so that he can give his assent. If he is absent, the latter may confirm this intention, by means of a writing given in advance to the president of the meeting.
It is not given to everybody to be on a Board of Directors. This task requires excellent interpersonal skills and a strong sense of ethics. Above all the director must be able to put the interest of the collectivity of co-owners above individual interests. Also, it requires being able to work well with others and with courtesy. Another useful skill is empathy; being able to listen to others, respect opposing opinions and work to reach consensus. Sometimes, this means voting against ideas or positions held by other colleagues. In addition, he must be attentive to the information and opinions available, while reserving the right to draw his own conclusions.
Skills and Abilities
At present, the law imposes no skills, abilities or particular conditions to exercise the function of a co-ownership director. In theory, anybody could submit their candidacy in the General Meeting of the co-owners. However, directors must make decisions in areas that are both complex and constantly changing. Therefore, their task will be even harder if the building is dilapidated. Notwithstanding the major investments that will need to be made, construction projects will need to be implemented to carry out repair or replacement work of the common portions. For this reason, it is essential that the director be somewhat knowledgeable in law, accounting and construction techniques.
Although there is no “official course” that exists for directors, the Regroupement des Gestionnaires et Copropriétaires du Québec (RGCQ), Québec Managers and Co-owners Association, offers several training sessions. Regardless of their experience level, anybody can benefit from them! This course will allow new directors to be ready at the get go. For those wanting a little bit more, the QCMA (RGCQ) offers a program of professional courses in co-ownership management at the ESG UQAM. This course, which consists of four 30-hour modules, covers the legal, technical, financial and human relationship components of the co-ownership.
To answers more specific needs and to stay up-to- date, nearly thirty other training activities are available each year in Quebec. Those activities cover a wide variety of subjects. Without a doubt, development of abilities and skills are essential for the good management of a co-ownership. This will help directors in charge, who, more often than not, have no experience in this complex field. They will then be able to fulfil their legal obligations without being afraid of seeing their civil responsibility engaged.
WHAT YOU SHOULD KNOW! The declaration of co-ownership can stipulate that a candidate for the Board of Directors has certain qualifications, like a degree or experience in management.
WHAT TO KEEP IN MIND: The task of director of co-ownership requires a lot of availability, superior listening skills and great communication skills.
WARNING! The choice of directors is essential for the good management of the co-ownership. Directors that are either dishonest, incompetent or both are the biggest threats to a syndicate of co-ownership.