Amending the declaration of co-ownership requires obtaining the approval of the co-owners meeting. However, this meeting must still be validly held, which requires reaching the required quorum, i.e., the presence or representation of a sufficient number of votes. When this quorum is not reached, it sometimes becomes necessary to convene a make-up meeting, provided for by law, to allow decisions to be made. This second meeting is subject to relaxed rules to avoid blocking the decision-making process.
Quorum: an essential condition
Quorum is the minimum number of votes that must be present or represented for the meeting to be held. Under Article 1089 of the Civil Code of Québec, this threshold is reached when more than 50% of the votes of all co-owners are present or represented at the opening of the meeting. This rule applies to all meetings, whether regular or special, including those to amend the declaration of co-ownership. If quorum is not reached, no decision can be made.
Make-up meeting: a regulated mechanism
When quorum is not reached, the meeting is adjourned and a second notice is sent to the co-owners. In accordance with Article 1089 of the Civil Code of Québec, a reduced quorum applies to this second meeting: in this case, three-quarters of the co-owners present or represented at the new meeting constitute a quorum, regardless of the percentage of votes they hold. However, the legislature imposes an important limit on this flexibility. The decisions referred to in Article 1097 of the Civil Code of Québec—particularly those relating to certain amendments to the declaration of co-ownership, such as the constituting act of co-ownership or the description of fractions—may only be adopted at this make-up meeting if the co-owners present or represented hold at least a majority of the votes of all the co-owners.
Convening rules and mandatory information
For a make-up meeting to be valid, the notice of the meeting must clearly state that it is a second meeting held in the absence of a quorum. The minimum five-day deadline must be respected, and the agenda must be identical to that of the first meeting.
It is strongly recommended that you re-attach the explanatory documents, particularly the text of the proposed amendment. This keeps the information up to date and ensures informed decision-making.
Role of the secretary and chair of the meeting
As with any meeting, the validity of decisions adopted at a make-up meeting also depends on the diligence of the secretary and chair. They must ensure that the attendance sheet is correct, that a quorum is observed, and that the decisions are clearly recorded in the minutes.
This document must be kept in the union's register and will serve as evidence in the event of a dispute.
GOOD TO KNOW! A make-up meeting can validly adopt an amendment to the building's by-laws, even if only a small number of co-owners are present, provided that an absolute majority of votes cast is reached (Article 1096 of the Civil Code of Québec). This is a common case where a reduced quorum allows for efficient decision-making.
KEEP IN MIND! The required quorum for a meeting of co-owners is 50% of the votes cast, whether present or represented. If this threshold is not reached, a make-up meeting may be convened in accordance with the provisions of the declaration of co-ownership.
WARNING! Decisions requiring a reinforced majority or a double majority are virtually impossible to adopt at a make-up meeting without significant mobilization. Furthermore, when it comes to modifying the constitutive act of co-ownership or the descriptive statement of the fractions (art. 1097 C.c.Q.), the vote can only take place if the co-owners present or represented hold at least the majority of all the votes.
Return to the sheet : Modifying a declaration of co-ownership
