In a co-ownership, the holding of co-owners’ meetings is essential to the proper functioning of the syndicate. In practice, however, many syndicates face a recurring difficulty: co-owner absenteeism. This increasingly common phenomenon compromises the attainment of the required quorum, thereby preventing the meeting from validly deliberating. To avoid such deadlock situations, the legislator has provided a specific mechanism clearly defined by law: the make-up meeting, which allows the syndicate to reconvene the co-owners within an adapted legal framework, with a reduced quorum.
What is a make-up meeting?
A make-up meeting is a meeting of the co-owners that follows the adjournment of a previous meeting (whether annual or extraordinary) due to the absence of the required quorum. Its purpose is to allow the syndicate to resume the examination of the same items listed on the agenda, but according to a method of calculating quorum that differs from the one applicable to the initial meeting.
Adjournment: a regulated decision
When quorum is not reached at the opening of the meeting, the chair of the meeting may adjourn it. The same applies when quorum is lost during the meeting, for example following the departure of certain co-owners; in such a case, adjournment may be requested by one of the co-owners present.
The items on the agenda that have not been dealt with must then be postponed and be the subject of a new notice of meeting sent to all co-owners. This notice leads to the holding of what is referred to as a " make-up meeting."
It is important to emphasize that this mechanism applies to the adjournment of the same meeting, and not to the holding of an entirely separate meeting. This distinction requires a restrictive interpretation of the applicable rules.
Quorum calculation: regular vs. make-up meeting
General rule
Pursuant to section 1089 of the Civil Code of Québec, quorum at a meeting of co-owners is reached when the co-owners present or represented hold a majority of the votes. Failing this, the meeting must be adjourned.
Rule applicable to the Make-up meeting
At a make-up meeting, quorum is determined differently: it is constituted by three quarters of the co-owners present or represented, regardless of the number of votes they hold.
Thus, the legislator no longer reasons in terms of voting power, but rather based on the number of co-owners present or represented.
By way of illustration, if four co-owners are present or represented at this second meeting, quorum is reached as soon as three of them are present or represented. If, during the meeting, one of the co-owners leaves, quorum remains maintained, since three persons are still present or represented.
This rule must nevertheless be applied with caution: it applies only in the context of an adjournment and cannot be transposed to a separate meeting convened independently. It therefore calls for a restrictive interpretation.
Important limitation: decisions under article 1097 of the Civil Code of Québec
Certain significant decisions may only be validly adopted at a make-up meeting if the co-owners present or represented hold at least a majority of the votes of all co-owners, despite the reduced quorum.
This applies notably to:
Legislator's role: a response to low participation
The make-up meeting mechanism constitutes a pragmatic solution implemented by the legislator to address difficulties related to lack of participation. It largely draws inspiration from practices already provided for in certain declarations of co-ownership. The objective is to ensure that syndicates are able to hold their meetings even in cases of low attendance.
WHAT YOU SHOULD KNOW ! Before imposing a special assessment, even in an emergency situation, the board of directors must consult the meeting of co-owners. In the event of an adjournment, this consultation may take place as part of the make-up meeting.
WHAT TO KEEP IN MIND : The reduced quorum of the make-up meeting facilitates the holding of meetings, but does not lower the majorities required for certain important decisions (Article 1097 C.C.Q.). The board must be vigilant regarding the legal scope of the resolutions adopted.
WARNING! An imprecise or late notice of meeting, a miscalculated quorum, or resolutions adopted in violation of article 1097 C.C.Q. may lead to the nullity of the meeting's decisions. Rigor is required, even for a make-up meeting.
SEE THE BOOK: Guide de procédure et de fonctionnement des assemblées des copropriétaires
