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The right of a director to object to a decision made by the board of directors. When recorded in the minutes of the proceedings or its equivalent, the dissent once voiced by a director has the effect of exculpating a director from any liability that may arise from a decision of the board of directors.
WARNING ! A distinction must be made between "dissent" and "disagreement". Dissent is an affirmation, a gesture that goes beyond disagreement, the latter not being sufficient to release the director whose responsibility is sought.
23/07/2024
It is possible to make a decision without having a meeting. Article 354 of the Civil Code of Québec recognizes the value of a written resolution: "Resolutions in writing signed by all the persons qualified to vote at a meeting are as valid as if passed at a meeting of…...
23/07/2024
Decisions taken by the directors must be recorded and recorded in minutes. This document is essential for a co-ownership, as it ensures that the deliberations of the board of directors, as well as the results of each vote, are kept in writing so that any co-owner and administrator can refer…...
23/07/2024
The juridical personality of the syndicate is distinct from the one of the co-owners and directors. His acts are binding only on himself, besides for the exceptions provided by law. The faults committed by the syndicate have consequences only on its own civil liability and not on the directors. Under these conditions,…...
23/07/2024
Question: Can a meeting of co-owners take a regular decision despite the abstention of many co-owners present? How should these absentees be dealt with (a vote for or against)? And what about accounting for abstentions when board members vote? Answer: Abstaining is a matter of concern in any democracy. Co-ownership is no exception to…...