Meetings Quorums

In order for a Meeting of co-owners to deliberate and adopt decisions, the Law provides that the co-owners (present or represented), eligible to vote, must hold the majority of votes. This requirement is called a quorum.It is also necessary that the quorum be maintained for the duration of the meeting. In the event that it cannot be reached or maintained, the Law provides for holding a second Meeting of co-owners (Make-up Meeting) during which the rules for calculating the quorum will be less stringent. An overview of the various requirements to obtain a quorum.

QUORUM IN VOTES

Article 1089 al. 1 of the Civil Code of Quebec provides that there is a quorum when the co-owners holding a majority of the votes are present or represented at the Meeting (50% + 1). In this case the quorum is not calculated in number of co-owners present or represented, but in number of votes. Article 349 of the Civil Code of Quebec specifies that "The proceedings of the Meeting are invalid unless a majority of the members qualified to vote are present or represented”. In the calculation of the quorum, must be subtracted from the total votes (constituting 100%) those of the co-owners whose right to vote has been suspended, abolished or reduced, by the sole effect of the law.

  • Suspension of voting rights

Article 1094 of the Civil Code of Quebec states that "Any co-owner who has not paid his share of the common expenses for more than three months is deprived of his right to vote. He may once again exercise that right as soon as he has paid all the common expenses he owes.”. This withdrawal of voting rights affects only those votes attached to the relevant fraction for which payments are in default.

  • Prohibition of the right to vote

Article 1076 of the Civil Code of Québec states that "the syndicate may, if authorized to do so, acquire or alienate fractions, common portions or other real rights". However in a meeting, it cannot exercise the voting rights attached thereto (e.g. the janitor's apartment). The number of votes that may be cast at the Meeting of the co-owners is reduced accordingly.

  • Voting rights reduction

The importance of a co-owner's right to vote may be modified by reason of articles 1091 and 1092 of the Civil Code of Quebec. This occurs when for:

  • A co-ownership  comprising less than five fractions, a co-owner holds more votes than the total of all the other votes of the co-ownership  (majority co-owner);
  • A co-ownership comprising five fractions or more, the votes of the developer are reduced after a certain period of time;

The net effect of a voting right reductions on the calculation of a quorum is sometimes difficult to grasp. To demystify it all, we propose two case figures:

In the case where, in a co-ownership comprising less than five fractions, the majority co-owner holds 550 votes, while the two other co-owners hold 450 votes (in total) and the three of them are in attendance at the Meeting. The votes of the majority co-owner will be reduced to 450. Thus the number of votes used to calculate the quorum will decrease from 1000 to 900, and the quorum will be  451 votes (900 divided by 2 = 450 +1 = 451).

The second case involves a co-ownership with five or more fractions, and a situation where the votes of the developer may not exceed 25% of the total votes of the co-owners. The number of votes of the co-owners, excluding those of the developer, represent 75% of all the votes. To calculate the quorum correctly, one must allocate to the developer a number of votes equal to 25% of the total number of votes (held by all co-owners). If the developer holds 550 votes and the other co-owners 450 votes, the aforementioned reduction will have the effect that   the said 450 votes represent a proportion of 75% of all votes. The total number of votes used to calculate quorum will thus be 600 votes, which gives a proportion of 25% to the developer (150 votes out of 600) and 75% of the votes to the other co-owners (450 votes out of 600). In this example, the quorum is 301 votes (600 divided by 2 = 300 + 1 = 301).

Quorum Validation

From the outset of the Meeting, the president of the Meeting must ensure there is a quorum. To ascertain it, one must add the votes of the co-owners present or represented (proxy). This calculation can be carried out using the attendance sheet. If a quorum is already reached at the time indicated in the notice of call of the Meeting, or before the expiration of the period of grace set in the By-Laws of the immovable  (such as, within 30 minutes after the specified time for the beginning of the Meeting), the Meeting  may proceed and legally take any decision on the matters on the agenda.

Adjournment

The quorum shall be satisfied at the opening of the Meeting. In principle, it must be maintained throughout its course. Failure to obtain or maintain a quorum may occur:

  • At the time specified in the notice of call or at the expiry of the period of grace in the By-Laws of the immovable;
  • Following the departure of one or more persons. (A meeting at which there is no longer a quorum shall be adjourned if a co-owner requests it.)

QUORUM IN ATTENDEES: MAKE-UP MEETING

If a quorum is not reached, or is not maintained, a second so-called Make-up Meeting must be convened. It may deliberate, so long as a quorum in attendees is maintained.

Article 1089 al. 2 of the Civil Code of Quebec provides that three quarters of the members present or represented at the new meeting constitute a quorum. Obtaining it is easier because it is not based on the number of votes, but rather on the number of co-owners present or represented. For example, if there are at the opening of the Meeting only 12 owners present or represented out of the 70 co-owners in the immovable, the Meeting will be declared open and will remain so even if this number is reduced to 9 during its course (regardless of the number of votes attached to the fraction of the said co-owners). If that number drops to 8, the quorum is lost. A co-owner may  then move for the adjournment of the meeting and a new Make-up Meeting shall be convened. To sum up, remember that during the Make-up Meeting, the law does not require a minimum number of co-owners to be in attendance or represented. Regardless of the number of participants, the quorum takes into account those persons who were present or represented at the opening of the Meeting.

Exceptions

In addition, during a Make-up meeting, article 1089 para.2 of the Civil Code of Quebec  specifies that the decisions on the matters listed in article 1097 of the Civil Code of Quebec may be made at the new meeting only if those members hold at least the majority of the votes of all the co-owners (50% + 1). This is the case for decisions concerning:

 

 WHAT YOU SHOULD KNOW! The quorum is satisfied when the co-owners representing the majority of the votes are present or represented at the Meeting. Otherwise, the Meeting will be adjourned and reconvened. At the next Meeting, called the Make-up Meeting, the quorum can be maintained by three quarters of the co-owners present or represented.

http://www.condolegal.com/images/Boutons_encadres/A_retenir.pngWHAT TO KEEP IN MIND: The quorum is calculated at the time of calling the Meeting of co-owners to order, but sometimes also at the time of addressing the issues to be voted on. Note that any -co-owner may ask, the president of the Meeting, that it be adjourned if the quorum is not maintained.

    WARNING! The decisions on the matters listed in Article 1097 of the Civil Code of Quebec can only be taken at a Make-up Meeting, if the co-owners present or represented at the meeting hold at least the majority of the votes of all the co-owners.

 

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