Special Meeting in Quebec Co-ownership: Essentials

In a divided co-ownership, a special meeting makes it possible to resolve a situation quickly when it cannot wait until the annual general meeting. It is used to make a targeted decision, often an urgent one, while complying with the declaration of co-ownership and the Civil Code of Quebec (C.C.Q.). When properly prepared, it protects the syndicate, reassures co-owners and helps prevent challenges.

This article explains when to call one, who can require one, how to organize it and which documents to prepare. You will find practical advice suited to syndicates and boards of directors (boards) in the Greater Montreal area.

When should a special meeting be held?

Several situations may justify a special meeting. The common thread is that the decision cannot reasonably wait until the next annual general meeting.

• Damage or a safety risk: major water infiltration, a critical equipment failure, or an electrical or structural problem affecting the common portions.
• Urgent or unbudgeted work: authorizing an expense not included in the annual budget, approving a special assessment, or selecting a qualified contractor.
• Governance and the board of directors: filling a vacant seat, removing and electing a director, or mandating the board of directors to negotiate an important contract.
• Internal rules: adopting or amending a by-law of the immovable (e.g., charging stations, pets, nuisances or Airbnb-style rentals) when the declaration of co-ownership or the C.C.Q. requires a co-owner vote.
• Changes affecting the common portions or private portions for restricted use: for example, closing off a common mezzanine or redesigning the parking area.

Under the C.C.Q. (see the “divided co-ownership” section of the Civil Code on LégisQuébec), certain decisions require specific or even “reinforced” majorities, such as major changes to the building or to the destination of the immovable. Refer to your declaration of co-ownership and the relevant provisions of the C.C.Q. (particularly the series beginning with section 1084) to determine the applicable majority for each item.

Remember: a special meeting has a limited agenda. Avoid multiplying the topics; if necessary, hold several separate meetings to keep decisions clear.

Who can request one and how is it called?

As a general rule, the board of directors calls meetings. However, a group of co-owners representing the percentage of votes specified in your declaration of co-ownership (often 10 %) may require a meeting in writing on a specific matter. If the board of directors does not call the meeting within the prescribed time, these co-owners may use the mechanisms provided for in the C.C.Q., including the possibility of applying to the court to have someone designated to call the meeting.

Notice period and delivery method

• Notice period: comply with the minimum and maximum periods set out in your declaration of co-ownership and the C.C.Q. For many co-ownerships, notice is sent at least 10 days before the meeting date, without exceeding a certain limit. Check your documents, as the period may vary.
• Delivery method: mail, hand delivery against acknowledgement of receipt, or electronic delivery if permitted by the declaration of co-ownership and consented to by the co-owner. Make sure the collection and use of email addresses comply with Bill 25 on the protection of personal information.
• Location and format: in person, virtual or hybrid, depending on the declaration of co-ownership. For a virtual meeting, plan for a reliable voting tool, proxy management and participant identification.

Required content of the notice

• Date, time, location (or connection link) and detailed agenda;
• Relevant documents: specifications, bids, expert reports, excerpts from the maintenance logbook (EUC), the contingency fund study, excerpts from the declaration of co-ownership and the by-laws of the immovable;
• A reminder of the proxy and quorum rules provided for in the declaration of co-ownership and the C.C.Q.;
• Voting procedures (show of hands, secret ballot or electronic vote) and co-owner registration procedures.

Tip: attach a short memo explaining the budget impacts (condo fees / common expenses / assessments) and deadlines. Clear preparation makes it easier to obtain support and reduces questions during the plenary session.

Agenda, quorum and voting

The agenda for a special meeting must be limited to the items stated in the notice of meeting. Important decisions that are not listed should not be put to a vote. “Other business” is for discussion, not decision-making.

• Quorum: as provided for in the declaration of co-ownership and the C.C.Q. Quorum is calculated based on the votes (relative values) of co-owners present or represented by proxy. If quorum is not reached, the meeting is adjourned and reconvened in accordance with the prescribed procedures; the declaration of co-ownership may provide special rules for the second notice.
• Majorities: some decisions are made by a simple majority of the votes cast; others require higher majorities provided for in the C.C.Q. (for example, for work affecting the structure, the destination of the immovable or the relative value of the private portions). Consult the relevant provisions of the Civil Code and your declaration of co-ownership to confirm the applicable majority.
• Proxies: they must comply with the declaration of co-ownership. Clearly specify the proxy holder, the scope of the mandate and the subject of the meeting. Keep them in the syndicate’s register.

To help prevent challenges, formally appoint a meeting chair, a secretary and, if necessary, scrutineers. Include their names in the minutes and have the procedures adopted (speaking order, secret-ballot procedures, etc.).

Documents, minutes and follow-up after the meeting

• Register and supporting documents: keep the notice, proof of delivery, attendance list, proxies, documents tabled, voting results and signed minutes in the syndicate’s register.
• Minutes: they must accurately reflect the discussions, resolutions and voting results, indicating the votes for, against and abstentions and, where necessary, the weighting in relative values. Avoid personal comments; favour clear and neutral facts.
• Distribution of the minutes: send them to the co-owners within the time provided for in the declaration of co-ownership. For enforceable decisions (e.g., a special assessment or the awarding of a contract), also circulate a decision notice reminding co-owners of the schedule and payment terms.
• Implementation and contracts: if work is approved, finalize the mandate by checking the contractor’s licences (RBQ), warranties, insurance and schedule. Plan communication about the work and access to the affected common portions and private portions.
• Budget follow-up: when the meeting authorizes unbudgeted expenses, update your financial forecasts, assessment calls and cash-flow table. Keep in mind how this interacts with the contingency fund and the preventive maintenance provided for in the maintenance logbook (EUC).

To ensure a smooth process, many syndicates choose to receive support with the notice, facilitation, register maintenance and preparation of the minutes. See our administrative management services and our blog for additional guides.

FAQ — Special meetings in co-ownership

What is the difference between an annual general meeting and a special meeting?

The annual general meeting covers recurring annual topics: financial statements, the budget, the board of directors’ report, appointment of the auditor, election of directors, etc. A special meeting deals with a specific matter that cannot wait. It follows the same notice and meeting rules, but its agenda is limited to the announced items.

Can an “other business” item be added and put to a vote?

Discussion can take place under “other business,” but as a matter of legal prudence, avoid voting on substantive decisions that were not announced. If an issue requires a vote, clearly include it on the agenda for a future meeting to comply with the co-owners’ right to information.

The board of directors refuses to call a meeting despite a written request from co-owners. What can be done?

First check whether the request complies with the declaration of co-ownership (percentage of votes and specific subject). Demand that the board of directors call the meeting within the reasonable time provided for. Failing that, the C.C.Q. allows an application to the court to have someone designated to call the meeting. Keep all proof of your efforts (emails, letters and acknowledgements of receipt).

Is a virtual meeting valid?

Yes, if the declaration of co-ownership authorizes it or if a resolution has established equivalent procedures. Make sure the system can identify co-owners, manage proxies, count votes and archive the results, while complying with Bill 25 regarding personal information.

How can challenges after the fact be avoided?

Comply with the time limits and procedures in the declaration of co-ownership and the C.C.Q., keep a complete register, appoint a competent meeting chair, clearly announce the agenda items and document the decisions. Accurate minutes sent promptly are your best protection.

Useful resources:

• Civil Code of Quebec – Divided co-ownership (C.C.Q., sections 1084 et seq.) on LégisQuébec: https://www.legisquebec.gouv.qc.ca/fr/document/ccQ-1991
• Protection of personal information (Bill 25 – private sector, CQLR c. P-39.1): https://www.legisquebec.gouv.qc.ca/fr/document/lc/P-39.1
• RBQ – Check a contractor’s licence before awarding work: https://www.rbq.gouv.qc.ca/
• RGCQ – Co-ownership best practices: https://rgcq.org/

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This article provides general information and does not constitute legal advice. Consult a lawyer or notary regarding your situation.

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