Quebec Condo Board Elections: Rules, Quorum and Voting

Updated as of 2026-06-05

The election of directors of a divided co-ownership syndicate is a key moment at the annual general meeting. It determines who will oversee day-to-day affairs, compliance and the condo’s priorities for the year. A clear process prevents challenges and protects the syndicate.

This article guides you, step by step, through preparation, conducting the vote, eligibility, mandate length, and the removal (dismissal) of a director. You will find references to the Civil Code of Quebec (C.c.Q.), the declaration of co-ownership and recommended practices for well-prepared minutes.

1) The legal framework and the role of the board of directors

The syndicate of co-owners is a legal person created by the co-ownership (see C.c.Q., art. 1039). Its powers are exercised by the board of directors, which acts as an administrator of the property of others. Directors must act with prudence, diligence, honesty and loyalty (see C.c.Q., arts. 321 to 330). These rules govern day-to-day decisions and risk management.

Typical board responsibilities (under the declaration of co-ownership and the C.c.Q.):

• Apply the declaration of co-ownership and the by-laws of the immovable.
• Prepare the budget, manage condo fees (common expenses) and assessments.
• Ensure the contingency fund and maintenance logbook/EUC are maintained.
• Oversee maintenance of the common portions and enforce the permitted uses of the private portions.
• Manage losses, insurance and professional services (engineers, notaries, etc.).
• Call the annual general meeting, hold meetings and prepare the minutes.

Useful references:

• Civil Code of Quebec – legal persons and directors’ duties (arts. 321 et seq.) LégisQuébec
• Syndicate of co-owners (arts. 1039 et seq.) LégisQuébec

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2) Preparing for and holding the election at the annual general meeting

The declaration of co-ownership specifies the number of directors (often three or more), their mandate length and the election process. In the absence of such provisions, the C.c.Q. and established practices apply. Good preparation reduces disputes.

Recommended steps:

1. Send a compliant notice of meeting within the time limits and in the form provided for by the declaration of co-ownership and the C.c.Q.
2. Include a separate agenda item for “Election of directors” and, where applicable, “Removal of a director.”
3. List the positions up for election (end of mandate, vacancy or replacement) and remind co-owners of the eligibility criteria.
4. Call for candidates before the annual general meeting (optional but useful) and on site, with a brief presentation by each candidate.
5. Verify quorum at the beginning of the meeting, as provided for by the declaration of co-ownership; in the absence of provisions, refer to the C.c.Q. and best practices.
6. Set out clear voting procedures: show of hands, secret ballot where the matter is sensitive, careful counting and recording of the result in the minutes.

Frequently asked questions about procedures:

• Proxies: the declaration of co-ownership often governs their format and limits; keep the originals in the meeting file.
• Votes by fraction: the C.c.Q. provides for votes proportionate to undivided shares; check the co-ownership fraction schedule attached to the declaration of co-ownership.
• Tie vote: if the declaration of co-ownership permits, provide for a second round or a documented draw.

Useful resources:

• Best practices for co-ownership meetings RGCQ
• Co-ownership and the role of the co-owners’ meeting RGCQ

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3) Eligibility, mandate length and vacancies

Eligibility is primarily governed by the declaration of co-ownership. Many declarations require a person to be a co-owner; some allow a non-co-owner director (for example, an independent expert). A director must be capable of performing their duties and comply with the obligations set out in the C.c.Q. (prudence, loyalty and avoidance of conflicts of interest).

• Conflicts of interest: a director with a conflict must disclose it and abstain from voting on the decision concerned, as provided for by the C.c.Q. and the declaration of co-ownership.
• Arrears: the declaration of co-ownership may provide for restrictions on the voting rights of a co-owner in default of payment, subject to the conditions permitted by law; check your declaration of co-ownership specifically.
• Temporary ineligibility: a loss of eligibility provided for by the declaration of co-ownership (e.g., personal bankruptcy or tutorship) should be established and recorded in the minutes.

Mandates vary in length (often one or two years) and may be staggered to ensure continuity. Every expiry of a mandate, resignation or removal must be confirmed by resolution and recorded in the minutes.

Vacancy on the board: under the declaration of co-ownership, the board may fill a position by co-optation until the next annual general meeting, where the meeting confirms the election for the remainder of the mandate. Then notify the bank and insurer, and update the signing authority resolutions.

References:

• Directors’ duties and conflicts of interest (arts. 321 to 330 C.c.Q.) — LégisQuébec

4) Removing (dismissing) a director: grounds and procedure

Removal is possible when the co-owners’ meeting considers it necessary in the syndicate’s interest. The C.c.Q. allows the members of a legal person to remove a director at any time, in accordance with the applicable procedures (see, by analogy, art. 339 C.c.Q.). Your declaration of co-ownership generally specifies the required majority and the process to follow.

Common grounds (document them without defamation):

• Failure to meet duties of prudence, loyalty, confidentiality or diligence.
• Repeated absences from board meetings that undermine governance.
• Unmanaged conflicts of interest or decisions contrary to the declaration of co-ownership.
• Loss of eligibility, serious misconduct or refusal to carry out a resolution of the meeting.

Suggested procedure:

1. Include “Removal of a director” on the agenda of the annual general meeting or special meeting, and send the notices of meeting in the required form.
2. Set out the grounds factually and give the director concerned an opportunity to make submissions.
3. Hold a vote in accordance with the declaration of co-ownership (often a simple majority of the votes present or represented). When tensions are high, favour a secret ballot to preserve fairness.
4. If the motion passes, confirm the decision by resolution, record the result in the minutes and fill the vacancy in accordance with the declaration of co-ownership.

Administrative consequences:

• Recover and inventory documentation and access credentials (emails, storage, safe, keys and syndicate records).
• Notify suppliers, financial institutions and the insurer of the change in signing authorities.
• Update the directors’ register and, where necessary, submit the usual attestations (e.g., for the bank).

Legal reference:

• Removal of directors of a legal person (art. 339 C.c.Q.) — LégisQuébec

Governance tip: staggered mandates and a clear role description in the declaration of co-ownership reduce contested removals.

5) Common mistakes and best practices at the annual general meeting

Ambiguous agenda: clearly separate “Election” and “Removal”; attach candidate profiles whenever possible.

Quorum not properly established: verify attendance and proxies at the opening; record the co-ownership fractions in the attendance register.

Unclear voting procedures: announce the method (show of hands or secret ballot), appoint a chair of the meeting and two independent scrutineers.

Results not documented: record detailed results in the minutes, including the number of votes for each candidate and any challenges.

Conflicts of interest ignored: keep a disclosure register and require abstention where necessary; remind everyone of the C.c.Q. rules.

Decisions circulated late: promptly share the approved minutes and implement the resolutions (bank, insurance and contracts).

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FAQ – Board election and removal

Q1. Can we require all directors to be co-owners?
A. Yes, if the declaration of co-ownership provides for it. Some declarations allow an external “expert” seat. Check your eligibility clauses and incompatibilities.

Q2. What majority is required to remove a director?
A. The declaration of co-ownership often specifies the required majority (usually a simple majority). In the absence of such a provision, the C.c.Q. principles governing the removal of directors of a legal person apply. Document the process and clearly state the result in the minutes.

Q3. What should we do if quorum is not reached at the annual general meeting?
A. Follow the declaration of co-ownership: adjournment, a second notice or continuing for information purposes without making decisions. Keep an accurate attendance register and retain all proxies.

Q4. Can a co-owner in default of payment of common expenses be elected?
A. Many declarations of co-ownership limit the voting rights of co-owners in arrears. Read your clauses: some extend these restrictions to eligibility. Make sure these provisions comply with the C.c.Q.

Additional resources:

• Co-owners’ meetings — best practices RGCQ
• Civil Code of Quebec — directors’ duties and removal LégisQuébec

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

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