Quorum and majorities in a condo: which vote for which decision

Short answer. Three thresholds cover almost every decision a Quebec condo general meeting will ever take: a majority of the votes of the co-owners present or represented (art. 1096 C.C.Q.), three quarters of the votes of the co-owners present or represented (art. 1097), and three quarters of the co-owners representing 90 % of the votes of all co-owners (art. 1098). The trap is almost never in those numbers. It is in what you count: votes, never heads, and a total that shifts the moment a co-owner loses the right to vote. The table below says which majority applies to which decision. The rest explains why a resolution passed unanimously can still be annulled, and how long you have to challenge it.

Quorum is counted in votes, never in heads

This is the most common mistake, and the most expensive, because it contaminates everything that follows. Quorum at a meeting of co-owners is constituted by the co-owners holding a majority of the votes (art. 1089 C.C.Q.). Not a majority of the people in the room.

And votes are not shared equally: each co-owner has a number of votes proportionate to the relative value of their fraction (art. 1090 C.C.Q.). In a twelve-unit building where one unit carries 18 % of the relative value and another 4 %, the first weighs four and a half times the second. Five people out of twelve can make quorum, and seven out of twelve can fail to make it. Counting occupied chairs tells you nothing.

The practical consequence is simple: before opening the sitting, you add up the relative values of those present and represented, you do not count attendance. A board that does not keep that column in its register cannot verify its own quorum, and nobody in the room can verify it either.

When quorum is not reached

The meeting cannot deliberate. It is adjourned to another date, notice of which is given to all co-owners, and three quarters of the members present or represented at that new meeting constitute quorum there (art. 1089 para. 2 C.C.Q.).

Two clarifications, because this sentence of the Code is poorly drafted and gets read backwards in half the buildings out there.

First, there is no rule allowing you to wait thirty minutes and then sit with whoever showed up. That reflex comes from the world of non-profit associations, not from the Civil Code. Without quorum, you convene again, with a new notice to everyone. The detail of the deadlines and documents to attach is in our guide to preparing a general meeting.

Second, the lighter threshold of the second meeting does not apply to everything. Decisions covered by article 1097 can only be taken there if the members present or represented account for at least a majority of the votes of all co-owners (art. 1089 para. 2 in fine). In other words: you do not vote improvement work on the common portions at a catch-up meeting almost nobody attended.

Who does not vote, and why the total moves

Three situations remove or reduce votes, and each one shifts the denominator of your calculations.

A co-owner who has failed to pay their share of the common expenses for more than three months is deprived of the right to vote (art. 1094 C.C.Q.). They get it back as soon as they pay everything owed. This is not a penalty the board chooses to apply or not: it operates by law.

In a co-ownership of fewer than five fractions, a co-owner holding more than half of all the votes has their number of votes reduced, at the meeting, to the sum of the votes of the other co-owners present or represented (art. 1091 C.C.Q.). A majority owner therefore cannot decide alone in a fourplex.

The developer of a co-ownership of five fractions or more may not hold, beyond the votes attached to the fraction they occupy, more than 60 % of all the votes at the expiry of the second and third year following registration of the declaration, then no more than 25 % after that (art. 1092 C.C.Q.).

And here is the rule everyone forgets: when the number of votes of a co-owner or a developer is reduced, or when they are deprived of the right to vote, the total number of votes of the co-owners is reduced accordingly (art. 1099 C.C.Q.). The denominator drops. A majority computed on 1000 when the real total has fallen to 940 is a wrong majority, in either direction.

The three majorities, and the table that separates them

Three readings worth keeping from that table.

The line between maintenance and improvement decides which majority applies, and it is often settled by a single word in the minutes. Repairing a leaking roof is preservation of the immovable, so it falls under ordinary administration, and gets documented in the Bill 16 maintenance log. Replacing that same roof with a green roof is an improvement to a common portion, so article 1097 applies. A board that writes "roof repair" on the agenda and then votes something broader is taking a real risk. Our agenda template shows how to word an item so it covers what you actually intend to decide.

The article 1097 thresholds are computed on the votes of those present or represented. The article 1098 thresholds are computed on all co-owners, present or not, and they add a majority in number of persons. It is the only place in the chapter where heads count on top of votes, and it is not a threshold you reach without preparation.

Finally, article 1098 is nearly impossible to hit by accident. If your meeting is about to vote a change to the destination of the immovable by show of hands on a Tuesday evening, something has gone wrong upstream.

Trap 1: since 2019, article 1097 no longer requires a majority in number

This is the most widespread source of error, and it comes from what people read online rather than from the Code.

Before the 2019 reform, article 1097 imposed a double condition: a majority in number of the co-owners representing three quarters of the votes. Bill 16 (2019, c. 28, s. 53) removed the majority in number. The current text reads: "Decisions concerning the following matters are taken by co-owners representing three quarters of the votes of the co-owners present or represented [...]".

One threshold, then, and it bears on votes. Many blog posts, minute templates and notice models still in circulation reproduce the old formula. A board applying the old rule will reject a decision that was in fact validly adopted, or will record in the minutes a calculation that does not match the law in force. Both come back to bite.

Check the date on your templates. Any document mentioning a "majority in number representing three quarters of the votes" for improvement work predates 2019.

Trap 2: an abstention is not neutral

For legal persons in general, decisions of the meeting are taken by a majority of the votes cast (art. 351 C.C.Q.). An abstention then falls out of the calculation.

The rule for divided co-ownership is written differently. Article 1096 refers to "a majority of the votes of the co-owners present or represented at the meeting". Votes present but not cast stay in the denominator. On that reading, abstaining amounts to weighing on the side of refusal, which is generally not what the person abstaining intends.

The consequence is practical: your minutes must record all three columns, for, against and abstentions, in votes rather than in people. Minutes that say "adopted by majority" with no figures let nobody redo the calculation, neither the next board nor a court.

Trap 3: a subject that is not on the agenda

This is where a unanimous vote falls apart.

The meeting may deliberate only on the matters appearing on the agenda, unless all the members who ought to have been convened are present and consent (art. 348 C.C.Q.). At the annual meeting, anyone may raise any matter of interest to the syndicate or its members, but raising a matter is not the same as deciding it.

In other words: a resolution adopted unanimously by those present on a subject absent from the agenda, when a single co-owner was missing, is open to challenge. Unanimity in the room does not replace the presence and consent of everyone who ought to have been convened.

The counterpart, on the co-owners' side: within five days of receiving the notice of meeting, anyone may cause a matter to be placed on the agenda, and the board must notify the others in writing before the meeting (art. 1088 C.C.Q.). A board cannot set aside a request received within that window because the subject is inconvenient.

Trap 4: your declaration cannot change these majorities

Any stipulation of the declaration of co-ownership that changes the number of votes required to take a decision provided for in the chapter is deemed unwritten (art. 1101 C.C.Q.).

That cuts both ways. A declaration cannot tighten a threshold to protect a minority, nor loosen it to make the board's life easier. If your declaration requires unanimity for improvement work, that clause has no effect: the threshold remains the one in article 1097.

A declaration can, on the other hand, settle what the Code leaves open, for instance a notice period longer than the legal minimum, or the terms on which the register may be consulted.

Proxies

A member may be represented at a meeting if they give a written mandate to that effect (art. 350 C.C.Q.). Written, therefore: a verbal agreement relayed by a neighbour counts for nothing, and an attendance sheet does not replace the mandate.

The proxy holder carries the votes of the person who appointed them, not an extra vote of their own. The attendance sheet must therefore record who represents whom, and for what relative value. That column is what lets anyone recompute quorum and each majority afterwards.

Special case of fractions held in undivided co-ownership: the undivided co-owners exercise their rights in proportion to their undivided share, and an absent undivided co-owner is presumed to have mandated the others to represent them, unless they have mandated a third person in writing or stated their refusal to be represented (art. 1090 C.C.Q.).

Finally, the transfer of a co-owner's voting rights must be notified to the syndicate to be set up against it (art. 1095 C.C.Q.).

Voting remotely, and voting without an account

Since 2021, two provisions settle the question explicitly, and many boards still do not know they exist.

A meeting may be held by any means allowing all the participants to communicate immediately with one another (art. 1088.1 C.C.Q.). Video conferencing is therefore not a tolerated workaround, it is a provided-for format.

And co-owners taking part that way may vote by any means allowing votes to be collected so that they can be verified afterwards while preserving the secrecy of the vote where a secret vote is requested (art. 1089.1 C.C.Q.).

Hold on to both requirements, because they disqualify most improvised setups: the votes must be verifiable after the fact, and secrecy must remain possible on request. An email poll where everyone replies to everyone meets neither.

That is exactly the problem voting without an account solves: each co-owner receives their ballot by email, answers without creating a password, and the result stays verifiable line by line, weighted by the relative value of each fraction. Turnout at a volunteer meeting rarely comes down to conviction. It comes down to friction.

If the vote was wrong: ninety days

Any co-owner may apply to the court to annul or, exceptionally, amend a decision of the meeting if it is biased, if it was taken with intent to injure the co-owners or in contempt of their rights, or if an error was made in computing the votes (art. 1103 C.C.Q.).

The action must be brought within ninety days of the meeting, on pain of forfeiture. That is not an indicative delay: once it passes, the recourse is lost, even where the miscalculation is obvious.

Two readings follow for a board. First, a vote count documented in the minutes is your best protection, because it lets you show the arithmetic was right. Second, if you discover an error in the days following a meeting, it is better to convene again and vote it properly than to hope the ninety days pass quietly.

The court may also order damages against an applicant whose action is futile or vexatious, which discourages nuisance claims.

In short

Count votes, never people, except under article 1098 where both count. Reduce the total when a co-owner is deprived of the right to vote. Check that the subject really is on the agenda before putting anything to a vote. Record for, against and abstentions in votes. And keep in mind that your pre-2019 templates are wrong about article 1097.

Frequently asked questions

Is quorum computed in people or in votes?

In votes. Quorum is constituted by the co-owners holding a majority of the votes (art. 1089 C.C.Q.), and each co-owner has a number of votes proportionate to the relative value of their fraction (art. 1090 C.C.Q.). In a building with unequal fractions, a half-full room can be well past quorum, or nowhere near it.

Does article 1097 still require a majority in number of co-owners?

No, not since the 2019 reform (2019, c. 28, s. 53). The text in force keeps a single threshold, three quarters of the votes of the co-owners present or represented. Templates and articles predating that reform, which speak of a majority in number representing three quarters of the votes, are out of date.

Can a resolution passed unanimously be annulled?

Yes. The meeting may deliberate only on matters on the agenda, unless all the members who ought to have been convened are present and consent (art. 348 C.C.Q.). If a single co-owner was missing, a unanimous decision taken on a subject outside the agenda remains open to challenge, as does a decision tainted by an error in computing the votes (art. 1103 C.C.Q.).

How long is there to challenge a decision of the meeting?

Ninety days from the meeting, on pain of forfeiture (art. 1103 C.C.Q.). The delay also covers an error in computing the votes.

Our declaration sets a majority different from the Code's: which one applies?

The Code's. Any stipulation of the declaration that changes the number of votes required for a decision provided for in the chapter is deemed unwritten (art. 1101 C.C.Q.), whether it tightens or loosens the threshold.

Can a co-owner behind on payments vote?

No, not if they have failed to pay their share of the common expenses for more than three months (art. 1094 C.C.Q.). The right returns as soon as they pay everything owed. And the syndicate's total votes are reduced accordingly in the meantime (art. 1099 C.C.Q.), which changes the computation of every majority.

Written by Ben, founder of Kohabit and a volunteer board member of his own condo association. This article is informational and does not replace legal advice: for a specific situation, consult a notary or a lawyer practising co-ownership law.