In a co-ownership, matters related to administration, maintenance, or major repairs must be addressed collectively at a meeting. While the annual meeting is the preferred time to discuss ongoing matters and review management activities, certain situations require a faster decision. This is especially true when a syndicate lacks funds and must request a special contribution. The special meeting—sometimes mistakenly referred to as an "extraordinary meeting"—is specifically intended to address urgent issues that cannot be postponed until the next annual meeting.
Definition and purpose
A special meeting is a gathering of co-owners called outside the annual meeting, generally to address one or more urgent or specific issues. It may be convened at any time of the year, at the initiative of the board of directors, the interim director, or a group of co-owners holding at least 10% of the voting rights.
Examples of situations justifying a special meeting :
Notice requirements
The law, as well as the declaration of co-ownership in many cases, sets a notice period for sending out the meeting notice to co-owners. Although article 346 Civil Code of Québec states a minimum delay of 10 days and a maximum of 45 days for the annual meeting, this same period applies analogously to extraordinary meetings in the absence of specific provisions. However, many declarations of co-ownership allow a shorter delay for extraordinary meetings, especially in emergencies. This flexibility is permitted as long as co-owners’ fundamental rights—such as access to information and meaningful participation—are respected.
Content of the notice
The meeting notice must include:
To avoid ambiguity regarding the questions being voted on, it is recommended to attach the exact wording of the draft resolutions to the notice.
Holding the meeting
The extraordinary meeting must follow standard procedures:
Importance of preparation
Because topics addressed at an extraordinary meeting are often complex or urgent, proper preparation is essential:
Role of the board of directors in convening the meeting
The board of directors is generally responsible for convening the extraordinary meeting. It must assess whether the situation can wait until the next annual meeting. When a legitimate request from co-owners (representing 10% of the voting rights) is made, the board is required to call the meeting within a reasonable time.
WHAT YOU SHOULD KNOW ! Before imposing a special contribution, the board of directors shall consult the co-owners’ assembly. Although non-binding, this consultation is usually held during an extraordinary meeting called for that purpose.
WHAT TO KEEP IN MIND : Whil article 1087 of the Civil Code of Québec applies specifically to annual meetings, it is advisable to attach to the notice of an extraordinary meeting all documents necessary for co-owners to make an informed decision.
WARNING! An irregular notice, lack of quorum, or lack of transparency may result in the annulment of resolutions passed.
