Minutes of the meetings of the board of directors

The decisions made by the directors must be noted and recorded in the minutes. These are is an essential co-ownership document, because it ensures the written preservation of the board of directors’ deliberations, and of the results of each vote, so that any co-owner and director can refer to them over time. It also allows to verify if the meeting of the Board of Directors was conducted within the rules. Given its importance, this document must respect a certain form.

Contents

The minutes must contain all decisions having an economic and social impact upon the co-ownership, but not necessarily those relating to its day-to-day management.

Form

Written during the meeting, its contents should include the following information and elements:

• The name of the syndicate of co-owners;
• The date and place of the meeting;
• The start time of the meeting;
• The name(s) of director(s) present;
• The name(s) of director(s) absent;
•  The question(s) on the agenda;
• The name(s) of guest(s) present at the request of the Board of Directors;
• The name(s) of the mover of the proposals made during the meeting and, if appropriate, of the seconder(s);
• The text of the resolutions submitted to a vote;
• The result of each vote under the title of each item on the agenda;
• The dissent(s) recorded;
• The adjournment, if any, of the meeting, for lack of a quorum;
• The time of the end of the meeting;
• The name(s) and quality of the people signing the minutes.

The secretary of the meeting

The appointment of a secretary is the mandatory prelude to deliberations. It is in principle the by-laws of the immovable that specifies the person responsible for taking note of the debates of the meetings of the board of directors, and to write and sign the minutes.

Drafting method

The minutes must be drafted with impartiality and precision, following the chronological order of the progress of the 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 required to mention the dissent and reservations expressed by the directors opposing the decision’s legality. Although the minutes must reflect the reality of the deliberations, it is not necessary, nor even desirable, that the verbatim of the statements made during the meeting be fully reported.

Signing the minutes

It is usually the President and the Secretary’s responsibility to sign the minutes. These signatures are intended to confirm that the contents of the minutes reflect the deliberations and results of each decisions made by the Board of Directors.

Its probative value

The minutes constitute the material proof of the existence of the content of each resolution. Thus any interested party who disputes their accuracy must prove its allegations. The minutes thus confer probative value to decisions validly taken at the meeting of the board of directors, failing a challenge presented within the delays.

Preservation

Once signed, they must be filed 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 the obligation to keep at the co-owners’ disposal a copy of the minutes. The board of directors is the custodian of the registers containing the minutes of the meetings of the board of directors. It is thus required to deliver a copy or an extract to any co-owner who requests it. The declaration of co-ownership may specify fees for the communication of these documents.

WHAT YOU SHOULD KNOW!​ The Law imposes no specific obligation as to signing the minutes. However usage is to the effect that they are signed by the person who drafted them and by the president of the board of directors, or even sometimes by all directors present.

WHAT TO KEEP IN MIND: The minutes must be written during the meeting and ideally signed at its very end or shortly thereafter. As soon as they are is signed and filed in the registers of the co-ownership, the minutes are proof, until proof to the contrary , of the deliberations of he meeting of the board of directors and of the results of each vote (article 342 -343 C.c.Q).

WARNING! ​The minutes of a meeting of the board of directors are an essential co-ownership document. They constitute material proof of the existence and content of each resolution submitted to the meeting.

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