CONDUCT OF A MEETING OF THE BOARD OF DIRECTORS

The board of directors occupies an important function in co-ownership governance. It holds meetings as often as the interest of the collectivity of co-owners require and addresses any matter that concerns the syndicate’s good management. These meetings are moderated by a president who ensures their efficient conduct. Directors can debate and reflect upon the orientations to give to their co-ownership. The more carefully and methodically the meetings are prepared, the more motivated and interested the members will be to participate thereto. Moreover, precise rules must be followed imperatively, otherwise the decisions taken could be invalidated.

Participants

In principle, a board meeting is not public. Only directors have the right to attend. Thus, nothing authorizes a co-owner to require that it be open to all co-owners, or that be reported the content of the members discussions. Nevertheless, the Board can allow, in special circumstances, that co-owners be present at a meeting or portion thereof. It should be kept in mind that the only obligation of confidentiality incumbent upon directors under the Civil Code of Québec concerns personal information to which they may have access in the context of their mandate. According to some, it is not advisable to act with total "transparency", because inadvertent remarks made could create unnecessary tensions in the co-ownership. Thus, directors should strive to respect the confidentiality of the Board's deliberations. However, the private nature of the meetings does not in any way preclude its duty to inform the co-owners of the decisions taken, and to provide them with a copy of the minutes.

Attendance sheet

Upon his arrival at the meeting, the director should sign the attendance sheet under the supervision of the secretary of the Board. This document confirms the physical presence of the directors present. It also determines whether the required number of directors has been reached to reach quorum, so that the Board can validly deliberate and make decisions. Remember that the Board's decisions are made by a majority of the vote of the directors.

Although Board meetings are generally held when directors are physically present, the Civil Code of Quebec allows meetings to be held "by the use of a mean which allows all those participating to communicate directly with each other". This could be without limitation by telephone or videoconference. However, the Civil Code of Quebec imposes a condition: that all directors agree to proceed in this manner.

Officers of the board of directors

It is mandatory to appoint a president and a secretary of the Board. Although no ready-made recipe exists to determine what is a good president, all agree that this function requires knowledge, experience and tactful authority. Beyond directing the discussions, the President must be an excellent facilitator. His presence will not only set the tone of the discussions, but it will also ensure the meeting’s smooth conduct.

Opening the meeting

The president calls the directors to order and declares the meeting open. He states that quorum has been reached, notes the time of the opening of the meeting and welcomes the participants. He must subsequently:

In principle, the directors deliberate only on the issues that were previously inscribed on the agenda, that is to say, before the meeting of the Board. Other topics may be discussed, but they will not be subject to a decisional vote unless all directors consent thereto.

Discussions

It is essential that the Board meeting start on time and to ensure the rigorous management of the discussions. In normal circumstances, each director can speak, make comments and give his opinion. The President must ensure that the interventions remain respectful and relevant, and that they relate to the item(s) on the agenda. Each director should only address the chairman to avoid confronting another director directly. In addition, directors must not unduly delay the conduct of the meeting.

Even if the president acts with rigor in the exercise of his functions, he cannot prevent a director present from addressing a matter in depth. The more sensitive topics on the agenda should therefore be dealt with as appropriate, allowing the time necessary, although discussions cannot last forever. The most difficult subjects to solve are often related to the financial aspects of the co-ownership and to the changes in common areas (such as the lobby) appearance. The president must be able to handle these debates with respect and consideration, otherwise interpersonal conflicts may arise, and some directors feel muzzled.

Decision-making

The Civil Code of Quebec does not contain any provision governing, on an imperative basis, the establishment and compliance with a decision-making process of the board of directors. Article  336 of the Civil Code of Quebec provides that decisions shall be taken by a majority of the votes of the directors. Each director shall have one vote at meetings of the board of directors. That said, the declaration of co-ownership may however provide for a casting vote for the president of the board of directors in the event of a tie. It may also change the number of votes required for the adoption of certain decisions or even of any decision. In addition, the declaration of co-ownership can establish a secret ballot mode.

Maximum duration not to be exceeded

After a while, the directors' attention dwindles. Some of them may leave the meeting, which can result in the loss of quorum. To avoid this, it is essential that the President assess, before the meeting, the approximate time to allocate to each item on the agenda. In essence, he must find the right balance, so that the subjects are treated fairly, without the meeting going on forever.

Adjournment the meeting

When all items on the agenda have been dealt with, the President declares the meeting adjourned. The time at which it has ended will be noted (in the minutes).

Systematic impediment or opposition

The Civil Code of Québec provides for the impediment or systematic opposition by some directors, which cause the Board no longer being able to act according to the majority rule or to another proportion provided in the declaration of co-ownership. In such circumstances, the other directors may act alone, as regards conservatory acts. They may also act alone in respect of acts that require prompt action, subject to the court's authorization.

If the situation persists and the administration of the syndicate is seriously impeded, the court may also render various orders as appropriate, depending on the circumstances (article 341 of the Civil Code of Québec, 2nd paragraph). However, it should be noted that this rule of law is an exceptional remedy, which must be used with great care and above all by ensuring that all and each of the conditions giving rise to it have been strictly observed.

Virtual meeting

It is not uncommon that directors are not available to attend board meetings. Virtual meetings are expected to become common place, thereby reducing traveling. In this regard, the government has introduced, through Bill 103, the possibility of holding board of directors meetings virtually. This bill came into force on December 9, 2021. The Civil Code of Québec was amended by inserting the following article:

1084.1. The directors may participate in a meeting of the board of directors by the use of a means which allows all those participating to communicate directly with each other.

Directors who participate in such a meeting may vote by any means enabling votes to be cast in a way that allows them to be verified afterwards and protects the secrecy of the vote when such a ballot has been requested.

 Thus, the physical presence of the directors at the meeting is no longer necessarily required to reach a quorum.

 

WHAT YOU SHOULD KNOW!​ In the context of a meeting of the board of directors, the directors must not adopt any decision that is biased, or with the intention of harming the co-owners (or one of them) or disregarding their rights, all under penalty of contestation in accordance with article 1086.2 of the Civil Code of Quebec.

http://www.condolegal.com/images/Boutons_encadres/A_retenir.pngWHAT TO KEEP IN MINDThe president of the board of directors is appointed or elected from among its members. Although he has no more decision-making power than the other directors, the president has the task of presiding the meetings of the Board of Directors.

WARNING!  A board meeting should be convened at a convenient time so that all or a majority of the directors can attend. Although holding a meeting on weekends is acceptable, it is better to plan for a weekday evening. It is the responsibility of the president of the Board to exercise a fair and discretionary power on this issue, which implies that he or she demonstrates good faith while respecting the particular circumstances of the directors.

 

Back to the mega-factsheet Board of Directors