Quorum is the condition for the meeting of co-owners to proceed. In Quebec it is not counted in people: it is calculated in votes, and votes follow the relative value of the fractions. That is the source of nearly every miscount made when a meeting opens.
The rule: a majority of the votes
Article 1089 of the Civil Code of Québec is short: « Le quorum, à l'assemblée, est constitué par les copropriétaires détenant la majorité des voix. » Quorum is constituted by the co-owners holding the majority of the votes, and those co-owners may be present or represented by proxy.
The threshold is therefore more than 50% of the votes. Exactly half is not enough: more than half is required. And quorum does not change with the items on the agenda. It is a single rule that opens the meeting; each decision then requires its own majority (arts. 1096, 1097 and 1098 CCQ).
Where the votes come from: relative value
Article 1090 CCQ sets the method: « Chaque copropriétaire dispose, à l'assemblée, d'un nombre de voix proportionnel à la valeur relative de sa fraction. » Each co-owner has a number of votes proportional to the relative value of their fraction. So it is neither one vote per co-owner, nor one vote per private portion. Undivided co-owners of the same fraction exercise their rights in proportion to their undivided share.
Relative value is read, not invented. It is established in the declaration of co-ownership (art. 1041 CCQ) and set out in the constituting act of co-ownership, which determines the relative value of each fraction, the method used to establish it and the number of votes attached to it (art. 1053 CCQ); in practice the table is often an annex. Each fraction carries a percentage or a number of thousandths; added together, the relative values come to 100% or 10,000/10,000. There is no default relative value, and fractions are not equal to one another: a ground-floor commercial unit and a studio do not carry the same weight at a meeting.
Worked example: 12 fractions, 4 co-owners are enough
Take a 12-fraction building whose relative values total 100%:
- ground-floor commercial unit: 14.20%
- large corner unit: 12.60%
- penthouse A: 13.40%
- penthouse B: 12.00%
- the eight other fractions: 47.80% in total, between 5.10% and 6.80% each
The quorum threshold is more than 50.00% of the votes.
If those first four co-owners show up, the meeting holds 52.20% of the votes. Quorum is reached with 4 co-owners out of 12, even though the other eight stayed home.
Now flip it. Suppose the four large fractions are absent and seven co-owners of small fractions attend, for 41.60% of the votes. That is a majority of people, but not quorum: the meeting cannot proceed.
This is precisely what a headcount hides. A board chasing quorum is better off knowing which fractions carry weight and collecting their proxies first.
Proxies count as presences
A co-owner represented by proxy counts as if present, for quorum and for the vote alike. It is their votes, and therefore the relative value of their fraction, that are added to the total.
Article 1090 CCQ adds a useful presumption for undivided ownership: an undivided co-owner absent from a meeting is presumed to have mandated the other undivided co-owners to represent them, unless they have mandated a third party in writing or stated their refusal to be represented. Their voting right is then shared in proportion to the rights of the other undivided co-owners.
The votes that leave the calculation
A co-owner who has not paid their share of the common expenses for more than three months is deprived of their voting rights (art. 1094 CCQ). They get that right back as soon as they pay all the common expenses they owe.
Those votes are not redistributed to the others: « le total des voix des copropriétaires est réduit d'autant », the total votes of the co-owners are reduced accordingly (art. 1099 CCQ). The denominator drops, so the threshold drops with it. In the example above, if the 12.60% corner unit is deprived of its vote, the total falls to 87.40% and quorum is reached at more than 43.70%.
What to do on meeting day
- Start from the table of relative values taken from the declaration of co-ownership, fraction by fraction.
- Remove the votes of co-owners deprived of their voting rights and reduce the total accordingly (arts. 1094 and 1099 CCQ).
- Set the threshold: more than half of the total you just obtained.
- Add up the relative values of the co-owners present and of those represented by proxy.
- Compare, then record the verdict in the minutes along with the attendance sheet.
To do that arithmetic without a spreadsheet, use the AGM quorum calculator: you enter the relative values from your own act, tick off attendance and proxies, and the tool shows the threshold, the attendance total and the verdict. It applies this regime; it certifies nothing and does not replace the check made when the meeting opens.
If the threshold is not reached
The meeting is then adjourned to a later date, and notice of it is given to all co-owners. At that new meeting, three quarters of the members present or represented constitute the quorum: it proceeds with whoever attends. Decisions under article 1097 CCQ remain possible there only if those members hold at least the majority of the votes of all co-owners. The full quorum guide covers that reconvened meeting and how to call both dates in a single notice.
Note as well that a meeting which no longer has quorum, because co-owners left partway through, must be adjourned if a co-owner demands it (art. 1089 para. 3 CCQ). The adjournment happens on demand, not at the chair's discretion.
What the declaration cannot change
Any stipulation of the declaration of co-ownership that changes the number of votes required to take a decision provided for in the chapter on divided co-ownership is deemed unwritten (art. 1101 CCQ). A declaration therefore cannot set up its own quorum. It may, on the other hand, govern other aspects of the meeting, such as the notice of call or the form of proxies.
Finally, record the quorum verdict in the minutes. A meeting decision can be contested in court within 90 days, in particular if an error occurred in the counting of the votes (art. 1103 CCQ). The minutes are then the only record that counts.