Duties and obligations

The law does not establish an exhaustive list of the duties and obligations that the members of the board of directors must assume. It is the declaration of co-ownership (constituting act of the co-ownership) and certain articles of the Civil Code of Québec which, for the most part, determine them. Furthermore, the administrators are considered to be agents of the syndicate. Directors must therefore act within the limits of the powers conferred on them by law and by the declaration of co-ownership. As such, they are required to act with care, diligence, honesty, loyalty, efficiency, fairness, and in the interest of the union.

 

 

Duty of care
 
Directors should act with care, taking such steps as are reasonable to avoid errors in the performance of their duties, having regard to the likelihood and severity of normally foreseeable risks. In the exercise of their functions, they must not perform acts which are not within their competence. To carry out its mission, the Board of Directors may take advice from any person of its choice. In order to make an informed decision, the directors are able to rely in good faith on the opinion or report of a legal adviser, an accountant or any other person legally authorized to provide this expertise. Therefore, in such a case, they are presumed to have acted with care, in the best interest of the union.
 
Duty of diligence
 
Administrators must act diligently in the administration of the immovable and see to its conservation, custody and maintenance of the common portions. They are required to manage the affairs of the co-ownership within a reasonable time. For example, they must ensure that the work necessary for the preservation and maintenance of buildings is carried out quickly and efficiently. The administrators are thus required to set up a maintenance log and to undertake the work required to avoid deterioration of the building. It should be noted that article 1039 of the Civil Code of Québec was amended following the adoption of Bill 16. At the end of the first paragraph, speaking of the community of co-owners (union), we can read the following sentence: “It must in particular, see to it that the work necessary for the preservation and maintenance of the immovable is carried out. »
 
Duty of honesty
 
The duty of honesty is characterized by not misleading and abusing someone's good faith. Within the framework of a meeting of the board of directors, the administrators must not adopt any decision which is biased, or with the intention of injuring the co-owners (or one of them) or in disregard of their rights. In addition, the administrators must ensure, without discrimination, the execution of the provisions of the declaration of co-ownership. The duty of honesty includes the duty not to appropriate the property of others. A director must not confuse the property under the responsibility of the syndicate with his own and he cannot use it for his benefit or for the benefit of third parties. Also, a director may not use for his own benefit or for the benefit of a third party the information obtained in the exercise or during the exercise of his functions.
 
Duty of loyalty
 
The duty of loyalty obliges the members of the board of directors to act with integrity and good faith, in the best interests of the syndicate. A director must put the interests of the union before his own. He cannot therefore place himself in a situation of conflict between his personal interest and his obligations as a director. Finally, directors should not be constrained by any outside influence. They must be free to make the decision that they believe is in the best interest of the syndicate.
 

WHAT YOU SHOULD KNOW!​ The members of the Board of Directors are bound by the duty of discretion, which they must also enforce by the persons working under their authority. A director may not disclose any personal information whatsoever about co-owners, tenants, occupants or the syndicate without their prior written authorization.

http://www.condolegal.com/images/Boutons_encadres/A_retenir.pngWHAT TO KEEP IN MIND: A prudent director should react immediately, if his integrity raise questions. In order to ensure his independence, he must refuse gifts, donations or privileges that some people would like to offer him. All his energies must be devoted to the interests of the syndicate for which he acts as agent.

WARNING!​ The priority duty of the board of directors is to see to the conservation of the common portions. The civil liability of directors could be engaged, if they failed to assume this liability properly.

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