A question often arises whether a co-owner can modify the agenda received with his notice of call to the Annual General Meeting, either before or during the General Meeting?
The General Meeting of co-owners is governed by strict legal rules that you should know about. In principle the General Meeting deliberates only on the questions inscribed on the agenda before holding the General Meeting. Otherwise, any decision taken upon a question illegally placed on the agenda is null and void and may be subject to a legal challenge.
Inscribing additional questions on the agenda
The addition by a co-owner of any new question on the agenda is not excluded. It is still possible if the co-owner submits its proposal before the General Meeting is held. Article 1088 of the Civil Code of Québec provides that any co-owner may require the Board of Directors to inscribe on the agenda any question, within 5 days of receipt of the notice of call. This right may be exercised both when holding an Annual General Meetings and a Special General Meetings.
The co-owner can thus formulate any useful proposal. He may for example submit an amendment to the declaration of co-ownership that will be considered and submitted to the vote of the General Meeting (since the declaration of co-ownership can only be amended by the General Meeting itself or by a written resolution signed by all co-owners).
Upon receiving the proposed question, the Board of Directors must act prudently and diligently; it shall notify in writing all co-owners of new questions raised, in all cases before the meeting and never on the very day of the General Meeting. Thus, each co-owner can decide of the necessity or not of attending the General Meeting, or of the instructions to his proxy if he does not attend!
An action requiring rigor and precision
The co-owner’s request to the Board of Directors for inscription assumes that it is a question susceptible of leading to a vote resulting in a true decision of the General Meeting of the co-owners. A co-owner cannot by this mechanism simply express his personal opinion on the management of the co-ownership.
Moreover, vague and imprecise questions do not allow the General Meeting to take a decision in full knowledge of the facts. This is the reason why, any additional questions submitted by a co-owner must be formulated clearly. With this in mind, it is in the latter’s best interest to write "a draft resolution" that he may forward to the Board along with his request of an addition to the agenda. And should the supplementary question constitute an amendment to the declaration of co-ownership, a draft deed of amendment shall also be forwarded to the Board of Directors. Finally, keep in mind that it is not the role of the Board to supplement the inaccuracies, shortcomings or insufficiencies of the questions the co-owners ask to be inscribed on the Agenda. However when there is a subject matter upon which the General Meeting should hold a decisional vote , the Board of Directors shall forward to the co-owners an amended agenda including any such additional question.
Varia (miscellaneous questions)
It is possible that during the General Meeting questions of general interest may be raised that can be discussed or debated, even though they cannot lead to a vote and consequently to a decision.
These question for discussion are to be submitted at the beginning of the General Meeting and dealt with at its end. They generally are added to the agenda under the caption “Varia” or “miscellaneous matters”.
Adding a question during the General Meeting
In theory, the President of the General Meeting has no discretionary power upon the advisability of inscribing an additional question to the agenda. However the Law provides that if all the co-owners called to the meeting are present and they all consent to the addition of a question to the agenda, then it may be added and a vote then becomes possible.
WHAT YOU SHOULD KNOW! The request of a co-owner to add a new question to the agenda implies that it is a question susceptible of leading to a decisional vote of the General Meeting of the co-owners.
WHAT TO KEEP IN MIND: The board of directors seized of a valid request of a co-owner for an addition to the agenda must act accordingly, without appreciating its utility or its advisability. In addition, the expenses generated by sending the complementary agenda to the co-owners are common expenses and not those of the person requesting such addition.
WARNING! he board of directors must ensure that the request for inclusion in the agenda concerns a resolution. It is therefore justified to reject a request from a co-owner who wishes to have an item inscribed on the agenda expressing personal comments or vague requests.