Article 336 of the Civil Code sets the board of directors’ voting rule: a decision must draw the support of more than half the directors. Each director holds one vote, whatever the number of fractions they may own.
The article speaks of the votes “of the directors”, without narrowing the count to those present or to those who vote. Elsewhere the Code writes “votes cast” (art. 351) or “present or represented” (art. 349, art. 1096) when that is what it means. CondoAide therefore takes the prudent reading and computes the majority over the whole board: an absent director, like one who abstains, stays in the denominator.
The Code sets no quorum for board meetings — the by-laws of the immovable establish it. The majority required by article 336 in any case means a majority of the directors must vote in favour for a decision to be taken.
Not to be confused with article 337, which lays down no majority rule: it deals with directors’ liability and with dissent recorded in the minutes.
CondoAide shows the rule and the count during the board meeting, then records in the minutes how many directors there are and how the votes fell.
Manage your co-ownership with confidence
CondoAide helps self-managed Quebec syndicates keep their register, finances and meetings aligned with the Civil Code.