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 to it over time. It also shows that the meeting of the Board of Directors was conducted in accordance with the rules. As such, it must be as detailed and clear as possible, without repeating everything that was said at the meeting. Personal assessments and quotations must not appear in the minutes of the Board of Directors. In view of its importance, this document must respect a certain formalism.
Contents
The minutes must contain all decisions having an economic and social impact upon the co-ownership, but not necessarily those relating to its day-to-day management.
Form
Written during the meeting, its contents should include the following information and elements:
The secretary of the meeting
The appointment of a secretary is the mandatory prelude to deliberations. It is in principle the by-laws of the immovable that specifies the person responsible for taking note of the debates of the meetings of the board of directors, and to write and sign the minutes.
Drafting method
The minutes must be drafted with impartiality and precision, following the chronological order of the progress of the meeting. It is therefore important to transcribe in full the content of each resolution presented, as well as the reasons for its adoption or rejection, and to indicate the result of the vote. In addition, it is required to mention the dissent and reservations expressed by the directors opposing the decision’s legality. Although the minutes must reflect the reality of the deliberations, it is not necessary, nor even desirable, that the verbatim of the statements made during the meeting be fully reported.
Signing the minutes
It is usually the President and the Secretary’s responsibility to sign the minutes. These signatures are intended to confirm that the contents of the minutes reflect the deliberations and results of each decisions made by the Board of Directors.
Probative value
The minutes serve as tangible proof of the content of each resolution and thus lend probative value to decisions made during the assembly, provided no challenge is made within the set timeframe. Article 343 of the Civil code of Quebec states that the person responsible for maintaining the syndicate's records is authorized to provide copies of the documents they contain, including the minutes of the board of directors. The copies issued are proof of their content, and their authenticity is presumed, without the need to verify the signature or the authority of the person who issued them. Consequently, the approval of the minutes by the board of directors at the subsequent meeting is unnecessary, except to confirm what has been validly established in the absence of a challenge.
Preservation
Once signed, they must be filed in the register of the co-ownership, so that the co-owners can have access to them. Article 1070 of the Civil Code of Québec provides that the syndicate has the obligation to keep at the co-owners’ disposal a copy of the minutes. The board of directors is the custodian of the registers containing the minutes of the meetings of the board of directors. It is thus required to deliver a copy or an extract to any co-owner who requests it. The declaration of co-ownership may specify fees for the communication of these documents.
Transmission
Section 1086.1, introduced into the Civil Code of Québec in December 2019 by Bill 16, states that the board of directors must send the minutes of any decision taken during a meeting or any written resolution it adopts to the co-owners within 30 days of the meeting or the adoption of the resolution in writing. This section should be read in conjunction with article 1086.2 of the Civil Code of Québec, which provides for a legal recourse for co-owners to annul or modify a decision of the board of directors.
It should be noted that this new obligation is limited to the portion of the minutes that contains decisions of the board of directors. Otherwise, the board of directors risks unauthoritously disclosing personal information (e.g., elements of exchanges between the syndicate and its lawyer that are protected by professional secrecy) or personal information about co-owners or third parties (e.g., a tenant). Such a scenario could be detrimental to the co-owners or to third parties with whom the syndicate reacts, or to itself.
WHAT YOU SHOULD KNOW! The Law imposes no specific obligation as to signing the minutes. However usage is to the effect that they are signed by the person who drafted them and by the president of the board of directors, or even sometimes by all directors present.
WHAT TO KEEP IN MIND: The minutes must be written during the meeting and ideally signed at its very end or shortly thereafter. As soon as they are is signed and filed in the registers of the co-ownership, the minutes are proof, until proof to the contrary , of the deliberations of he meeting of the board of directors and of the results of each vote (article 342 -343 C.c.Q).
WARNING! The minutes of a meeting of the board of directors are an essential co-ownership document. They constitute material proof of the existence and content of each resolution submitted to the meeting.
