Quebec Co-Ownership Meeting Proxies: Rules and Templates

Proxies at divided co-ownership meetings often raise practical questions: who can represent whom, which document is required, and what limits apply in Quebec? When properly managed, proxies make it easier to reach quorum and involve absent co-owners. When poorly prepared, they expose the annual general meeting to challenges and invalid decisions.

This article summarizes the key provisions of the Civil Code of Quebec (C.C.Q.) governing co-owners’ meetings and representation by proxy, then provides a simple template and best practices. You will also find tips for counting votes and preparing the minutes.

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What is a proxy at a co-ownership annual general meeting?

A proxy (or mandate) allows a co-owner to be represented at the meeting by another person. That person then exercises the mandator’s right to speak and vote, in accordance with the instructions written on the proxy or, if none are provided, according to their best judgment.

In Quebec, the C.C.Q. provides that a co-owners’ meeting may bring together co-owners who are “present or represented.” The general framework for divided co-ownership is found in the Civil Code, Book Four—Property, in the sections on co-ownership of an immovable. Refer to the official text of the Civil Code of Quebec for the rules on notices of meeting, quorum and voting.

In practice, the declaration of co-ownership (DCC) and the by-laws of the immovable set out the form of the proxy and certain limits. However, they cannot contradict the principles of the C.C.Q. For example, a general and absolute ban on proxies could be found unreasonable.

Who can give and receive a proxy?

• Who can give one? Any co-owner within the meaning of the DCC, including a co-owner in undivision when a condo is held in undivided co-ownership. A hypothecary creditor may also vote in specific circumstances if the co-owner is in default, under the C.C.Q., but this is rare and subject to specific conditions.
• Who can receive one? In principle, any adult who has capacity: a co-owner, spouse, tenant, board member, condominium manager or third party. However, the DCC may provide for exclusions or a cap on the number of proxies per person to prevent concentrations of power.
• Representation of a legal person: A legal-person co-owner must appoint its authorized representative through an internal resolution or letter. That representative may also delegate by proxy if the resolution authorizes it.

Good to know:

• The condominium manager and board members may hold proxies if the DCC permits it. As a precaution, avoid having them chair the vote when they hold several proxies, to prevent the appearance of a conflict of interest.
• A co-owner in default of payment of common expenses may have their voting rights restricted under the C.C.Q. and the DCC. Any proxy they issue will be subject to the same limits.

For a reminder of co-ownership best practices, consult the RGCQ, a useful resource for syndicates and directors.

Form, content and validity of a proxy

A proxy should be clear, dated and signed. Here are the elements usually required for the chair of the meeting to accept it without risk:

• The mandator’s full identity (name, condo/unit number, email address/telephone number).
• The mandatary’s identity (full name and piece of identification at registration).
• The scope of the mandate: general, for the entire meeting, or specific to certain agenda items.
• Voting instructions, if applicable (for example, “for,” “against” or “abstain”). In their absence, the mandatary exercises reasonable discretion.
• The date and the mandator’s handwritten or reliable electronic signature.
• A statement regarding revocability: a proxy is generally revocable at any time before the vote.

Frequently asked questions about validity:

• Term: A proxy normally applies to one specific meeting. A “permanent” proxy is not recommended unless the DCC strictly governs it.
• Electronic format: An electronic signature may be valid if the identity can be verified and the DCC authorizes it. Make sure you can retain proof (email, timestamp) and verify it at registration.
• Cap per person: The C.C.Q. does not set a maximum number of proxies per individual. However, many DCCs establish a cap (e.g., 2 or 5) to ensure balanced representation.

Refer to the text of the C.C.Q. — co-ownership of an immovable for the general principles governing meetings, quorum and voting by representation.

Quorum, counting and calculating votes with proxies

Quorum is calculated by adding together the co-owners who are present and represented. Once quorum is reached, the meeting may proceed and vote according to the applicable majorities. In divided co-ownership, the default rule assigns votes according to the relative value (shares) recorded in the DCC, subject to the exceptions set out in the C.C.Q.

Good registration and control practices:

• Maintain a registration list: prepare a list of those present, the proxies received and the associated shares.
• Verify identification: require the mandatary to provide a piece of identification; take a photo or record the number, then mark the proxy “verified.”
• Numbering: assign a number to each proxy at reception and organize them by agenda item to speed up the count.
• Counting: when specific instructions appear on the proxy, the scrutineer must follow them to the letter for each resolution.

Special cases to watch for:

• Decisions requiring a qualified majority: certain decisions (major work, changing the destination, disposing of common portions, etc.) require higher majorities under the C.C.Q. Valid proxies count in these calculations.
• Co-owner in default: if the co-owner cannot vote, their mandatary cannot vote either, for the resolutions covered by the restriction.
• Conflicts of interest: a director or condominium manager holding numerous proxies should refrain from chairing the meeting and allow independent scrutineers to manage the votes.

To structure your processes (registration lists, minutes and registers), see how our administrative management and operations management services support you day to day.

Proxy template: simple and compliant

Here is a basic template to adapt to your DCC. It works for an annual general meeting or a special meeting. Do not hesitate to have it reviewed by your legal adviser.

SYNDICATE OF CO-OWNERS [NOM DE L'IMMEUBLE]
CO-OWNERS' MEETING OF [DATE], [HEURE], [ADRESSE / VIRTUEL]

PROXY (MANDATE OF REPRESENTATION)

I, [NOM DU COPROPRIÉTAIRE], holder of unit [N° / ADRESSE],
appoint [NOM DU MANDATAIRE], [LIEN AVEC MOI, le cas échéant],
to represent me at the above-mentioned meeting.

Scope of mandate (select one):
[ ] General, for all agenda items
[ ] Specific, according to the instructions below

Voting instructions (if applicable):
1. Adoption of the agenda: [POUR / CONTRE / ABSTENTION]
2. Adoption of the budget: [POUR / CONTRE / ABSTENTION]
3. Election of directors: [NOMS / CONSIGNES]
4. Other: [PRÉCISER]

This proxy is valid only for the meeting indicated above and
may be revoked in writing before the vote.

Signed at [VILLE], on [DATE].
Mandator's signature: __________________________
Contact information: [COURRIEL] / [TÉLÉPHONE]
Mandatary's identification (to be presented at registration): __________________

Tip: attach a clear notice explaining how to complete the proxy and where to send it before the meeting (the syndicate’s dedicated email address, deadline and accepted format). For an electronic signature, make sure you can verify the identity and document integrity.

Common mistakes to avoid

• “Blank” proxies: never allow proxies without the mandatary’s name to circulate. They invite abuse and challenges.
• No instructions for key decisions: if the mandator has a firm position, they should state it clearly. Otherwise, the mandatary votes at their discretion.
• Ignoring the cap: if the DCC limits the number of proxies per person, politely refuse excess proxies at registration and record this in the minutes.
• Missing date or signature: an undated or unsigned proxy should be refused. Record the reason in the registration log.
• Poor record-keeping: organize and digitize the proxies, then keep them with the minutes in the syndicate’s register, in accordance with the C.C.Q. and your DCC.

If you are unsure how a rule applies, rely on the text of the Civil Code of Quebec and do not hesitate to consult a professional. The OACIQ focuses mainly on brokerage, but its fact sheets on proxies and representation provide a useful reminder of mandate concepts in Quebec law.

FAQ — Proxies at co-ownership meetings

• Can the chair of the meeting refuse a proxy? Yes, if they identify an obvious defect (missing signature, questionable identity or exceeding the cap set out in the DCC). Always record the reasons in the register and minutes.
• Can a tenant vote? Yes, if they hold a proxy from a co-owner. Without a proxy, they may attend as an observer if the DCC permits it, but they cannot vote.
• Can a proxy be sent by email? Often yes, if the DCC accepts electronic format and the identity can be verified. Ask for the signed original where possible, and retain the email chain as proof.
• Do proxies count toward quorum? Yes. Represented co-owners are included in the calculation of quorum and majorities, according to their shares and the rules of the C.C.Q.

For practical tools (registration lists, minutes templates and annual general meeting checklists), learn more about who we are and our approach: Who we are.

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

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