Written Resolutions Outside the AGM in Quebec Co-ownership

A written resolution can sometimes allow a decision to be made without bringing the board of directors or co-owners together at an annual general meeting (AGM). But what is actually permitted in divided co-ownership in Quebec? Here is a practical overview to help you avoid missteps, with concrete examples and key points to watch for.

Information current as of 2026-07-26.

The legal framework in brief

In Quebec, the syndicate of co-owners is a legal person governed by the Civil Code of Quebec (C.C.Q.). Two broad sets of rules apply:

• The general rules governing legal persons and administration by a board of directors.
• The rules specific to divided co-ownership, which set out the powers of the meeting of co-owners and those of the board of directors.

As a general rule, co-owner decisions are made at a meeting, following a notice of meeting, an agenda, compliance with quorum and the applicable voting rules. Certain matters are expressly “reserved” for the meeting and cannot be removed from this framework by a simple written resolution (e.g., amendments to the declaration of co-ownership (DCV), disposal of common portions, major non-urgent work, etc.). Conversely, the board of directors manages day-to-day affairs and can often make decisions quickly, including in writing, when the applicable rules and the DCV allow it.

For the legal basics, consult the Civil Code of Quebec on LégisQuébec (legal persons and co-ownership) and your DCV, which may specify or regulate the use of written resolutions.

• LégisQuébec – Civil Code of Quebec: https://www.legisquebec.gouv.qc.ca/fr/document/lc/ccq-1991
• RGCQ – Co-ownership resources: https://rgcq.org/ressources/

Written resolutions of the board: when and how to use them

In many syndicates, the board of directors can adopt a decision by written resolution when all directors consent to it. This practice is intended to improve administrative efficiency and typically applies to operational decisions that do not require extensive discussion at a meeting.

Common uses for the board of directors:

• Authorizing a small maintenance contract below a threshold already established in the by-laws of the immovable or by an internal policy.
• Retaining an expert (engineer, contingency fund evaluator) within a tight timeframe.
• Initiating a demand letter to collect common expenses.
• Approving a technical adjustment to an existing contract (e.g., a 3-month extension) when the matter is simple and documented.

Good conditions to meet:

• Unanimous consent from all directors in office at the time of the decision (everyone signs).
• Sufficient information provided to each person (contract, bids, professional opinion, etc.).
• Respect for the board’s authority (do not encroach on a matter reserved for the meeting by the C.C.Q. or the DCV).
• Traceability: record the resolution in the register and attach it to the minutes of the next board meeting.

Minimum content of a written board resolution

• A clear title (e.g., “Written Resolution – Mandate to Engineer X for Balcony Inspection”).
• Brief recitals (“Whereas”) summarizing the context and the documents reviewed.
• The operative part of the decision (what is approved, the amounts/limits, the person authorized to sign and the deadline).
• Effective date.
• List of directors in office and their signatures. Electronic signatures are generally acceptable if authenticity is ensured.

Retention and the syndicate’s register

The written resolution must be filed in the syndicate’s register, together with the relevant supporting documents (bids, opinions and correspondence). It should be mentioned and attached to the minutes of the next board meeting, to maintain a complete audit trail.

Written consultation of co-owners: in what situations?

Can an AGM be replaced with an “email vote”? Generally, no. Decisions that fall within the meeting’s authority must be made at a meeting, whether it is held in person or by technological means when permitted by the C.C.Q. and the DCV. A simple written resolution signed by a few co-owners does not replace a regular meeting with notice, quorum and voting rules.

However, certain DCVs provide mechanisms for written consultation on limited matters that are not among those reserved for the meeting by law. For example, a decision-making survey on minor landscaping, or approval of an internal policy that does not amend the DCV or materially affect co-owners’ rights.

If your DCV authorizes written consultation, comply at a minimum with the following:

• Send it to all co-owners listed in the register, with proof of delivery.
• Allow a reasonable time to respond and provide a clear voting mechanism.
• Clearly state the applicable majority rule (fractional shares or heads, depending on the matter at issue).
• Keep the responses, calculate the results, make an official announcement and enter the outcome in the register.

Be careful: the election of directors, their removal, amendments to the DCV, disposal of a common portion, or any question requiring a secret ballot or live discussion is not suitable for a “written resolution” of the co-owners.

For good meeting and voting practices, see the RGCQ resources and the C.C.Q. on LégisQuébec.

• RGCQ – AGM and board tools: https://rgcq.org/ressources/
• LégisQuébec – Civil Code of Quebec: https://www.legisquebec.gouv.qc.ca/fr/document/lc/ccq-1991

What a written resolution cannot do

• Replace the AGM for matters reserved by law or the DCV.
• Bypass quorum, the notice of meeting, the agenda or the voting rules.
• Amend the DCV or the by-laws of the immovable, or dispose of a common portion.
• Take away co-owners’ right to discuss major or controversial matters.
• Retroactively validate an unlawful decision or one affected by a substantial procedural defect.

If the matter is important, contentious or could significantly bind the syndicate (e.g., major litigation, borrowing or substantial non-urgent work), favour a formal board meeting or call a meeting, using technological means if permitted.

Good practices and a useful template

Here is a simple process for using a written resolution safely:

1. Check authority: does the matter clearly fall within the board’s powers?
2. Review the DCV and the by-laws of the immovable: are there guidelines or thresholds to follow?
3. Gather the documents: bids, analyses and professional opinions.
4. Draft a clear resolution, with limits and execution responsibilities.
5. Obtain the unanimous signature of all directors in office.
6. File the resolution and documents in the register, then mention it in the next board minutes.

Suggested structure for a written board resolution:

• Subject: [Sujet concis]
• Whereas: [Faits et documents pertinents]
• It is resolved that: [Décision précise, montants, délégations, échéances]
• Effective date: [Date]
• Signatures: [Noms des administrateurs et signatures]

Real-life example: in a co-ownership under our management, a minor leak required the quick engagement of a plumber to prevent damage to the common portions. The board adopted a unanimous written resolution authorizing a spending limit and mandating the condominium manager to act. The resolution, signed that same day, was attached to the minutes of the board’s next meeting. Result: quick intervention, a well-documented file and full traceability.

For templates and administrative support, see our administrative management services: https://www.multirent.ca/services/#gestion-administrative

FAQ – Written resolutions and AGMs

Q1. A director is travelling and does not respond. Can we still adopt a written resolution?

• In principle, a written board resolution requires the agreement of all directors in office. If one is unavailable or refuses, hold a meeting (in person or by technological means when permitted) to deliberate and vote according to the applicable rules.

Q2. Can we hold an AGM entirely “in writing”?

• No. The meeting must be held with notice, quorum and voting rules. It may take place by technological means when the law and the DCV permit, but an exchange of emails does not replace a duly called meeting. Refer to the C.C.Q.: https://www.legisquebec.gouv.qc.ca/fr/document/lc/ccq-1991

Q3. Is a notary or bailiff required to validate a written resolution?

• Not necessarily. For most routine board decisions, the signatures of all directors are sufficient, provided the register is properly maintained. For sensitive matters (e.g., an amendment to the DCV), a meeting is required, and the assistance of a notary or lawyer is recommended.

This article provides general information and does not constitute legal advice. For your situation, consult a lawyer or notary.

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