Reading General Meeting Minutes in 15 Minutes

The minutes are where the skeletons are buried. The attestation tells your buyer what the syndicate is required to report. The minutes show how the building actually makes decisions: what the owners argued about, what the board keeps putting off, and what everyone in the building already knows is coming. Most of the findings that matter in a condo file show up in the minutes first, often years before they reach a budget or a special assessment (cotisation spéciale).

Minutes are also long, repetitive and loosely organized, which is why they get skimmed or skipped. You don't need to read them line by line. You need to know where to look.

What to ask for

Ask for the minutes (procès-verbaux) of every general meeting of the co-owners (assemblée des copropriétaires) for the last three years, annual and special (annuelle et extraordinaire), and the minutes of the board of directors (conseil d'administration) for the same period. Both are part of the register (registre) the syndicate keeps for the co-owners under article 1070 of the Civil Code, along with the financial statements and the contracts the syndicate has signed.

The seller should already have them. The board must send co-owners the minutes of every general meeting within 30 days (art. 1102.1), and the minutes of its own decisions within 30 days as well (art. 1086.1). Your buyer also has a right of their own. Under article 1068.2, a promising buyer (promettant acheteur) can ask the syndicate directly for the documents and information needed to give enlightened consent. The syndicate must provide them with diligence, at the buyer's expense, and sends a copy to the seller.

Board minutes record the decisions made between general meetings: contracts signed, quotes received, expert reports ordered. If the package includes only the general meeting minutes, ask for the board's by name.

Before you start

Read the attestation first. Our article on the syndicate's attestation covers what it contains. Note three things from it: the major work planned over the next ten years, any pending court proceedings, and the contingency fund (fonds de prévoyance) balance against the recommended amount. Then read the minutes with those three in hand. You are checking whether the minutes tell the same story.

The 15-minute read

Put the three years side by side, oldest first.

1. Agendas across the years, 3 minutes. Read only the agendas, all three years in a row. An item that comes back every year, the roof, the windows, water infiltration, the garage, is the most reliable signal in the file. A recurring item is work everyone knows about and no one has paid for.
2. The votes, 4 minutes. For each meeting, find what was adopted, rejected and postponed. Look in particular for contribution increases, special assessments, contracts and major work, loans, and amendments to the by-laws (règlement de l'immeuble), such as limits on rentals or pets. A rejected or postponed vote on work tells you more than an adopted one.
3. Numbers and names, 3 minutes. Note every quote, expert report, contractor and amount. A roof quoted at $420,000 in the minutes is a number your buyer can use; "date and cost to be determined" in the attestation is not.
4. The question period, 3 minutes. The part at the end, often called "varia" or "période de questions", is where owners raise water infiltration, noise, a neighbour's renovation or a dispute with the manager (gestionnaire). A complaint that comes back from one year to the next deserves a question to the syndicate.
5. Governance, 2 minutes. Look at attendance and quorum, board resignations, changes of manager, and meetings adjourned for lack of quorum. Under article 1089, the quorum is co-owners holding a majority of the votes. A building that struggles to reach it, or a board that changes every year, will find large decisions harder to make.

What the minutes show that the attestation doesn't

1. Work deferred more than once. The attestation lists planned work; the minutes show how many times it was put off, and why.
2. Expert reports ordered but never tabled. If the board commissioned an engineering report or a contingency fund study (étude du fonds de prévoyance), ask for a copy. If it hasn't arrived yet, ask when it's expected.
3. Decisions made after the attestation was issued. A special assessment or a contribution increase voted after that date won't be in it. Check the most recent minutes, and ask whether a meeting is scheduled before closing.
4. Disputes before they reach a court. The attestation lists only proceedings before a court. Formal notices (mises en demeure), threats of legal action and conflicts with a contractor appear in the minutes first.
5. Decisions that can still be challenged. A co-owner can ask the court to annul a decision of the general meeting within 90 days of the meeting (art. 1103). A decision contested in recent minutes may not be final.

One file, read in 15 minutes

An illustrative example

32 units · built 1998

Fund (attestation)

$210,000

Garage slab

quoted $380,000, vote postponed twice

Latest meeting

water infiltration, a formal notice

Gap on the slab alone

$170,000, about $5,300 per unit

The attestation for a 32-unit building from 1998 shows a contingency fund of $210,000, the garage slab among planned work with "date and cost to be determined", and no pending proceedings.

The minutes say more. The garage slab is on the agenda of all three annual meetings. In the first year, the board mentions an engineer's report and says it will get quotes. In the second, a quote of $380,000 is presented and the vote is postponed until the contingency fund study is done. In the third, owners in the question period report water infiltration in the garage, and the board notes a formal notice from a co-owner whose car was damaged.

Put together: a known $380,000 job, $210,000 in the fund, a vote postponed twice, active water infiltration, and a dispute that could become a claim. The gap on the slab alone is about $5,300 per unit on average, before the study adds anything. The attestation is accurate. It just doesn't say any of that.

What the decisions say about brokers who passed on these documents unread: A broker's diligence.

What to do with it

• Ask for three years of general meeting and board minutes as soon as the promise to purchase is accepted. If the seller doesn't have them, your buyer can ask the syndicate under article 1068.2.
• Read the agendas across the years first, then the votes, the numbers, the question period and the governance.
• Check each item on the attestation against the minutes, and note anything decided after the attestation date.
• Turn recurring items and postponed votes into questions for the syndicate, and into numbers for your buyer. Our article on the contingency fund shows how to put those numbers against the fund.

Sources

• Civil Code of Québec, art. 1070
• Civil Code of Québec, art. 1102.1
• Civil Code of Québec, art. 1086.1
• Civil Code of Québec, art. 1068.2
• Civil Code of Québec, art. 1089
• Civil Code of Québec, art. 1103