We are often asked the following question by the members of the Boards of Directors of co-ownerships, and by the co-owners: “If there is nobody who wants to sit on the Board of Directors, can’t we then just hand everything over to a manager and leave it up to him to take care of it?” Our answer is always, No.
A co-ownership can be made up of as few as two housing units, but regardless of the size of the co-ownership, the law provides that the day-to-day management of the syndicate can be entrusted to a manager, chosen or not, from among its co-owners. This manager acts as an administrator of the property of others charged with the simple administration of it.1 In the majority of the cases, the declaration of co-ownership grants to the Board of Directors the power to retain the services of a manager and to agree on his or her fees.2
However, the manager cannot take the place of the Board of Directors, even if there is nobody who agrees to sit on the Board: the Board of Directors is one of the syndicate's decision-making bodies, the other being the general meeting of the co-owners, and the syndicate's status as a legal entity requires that its affairs be managed by a Board of Directors.3 Thus, it is the Board of Directors that must make the decisions that are not otherwise to be taken by the assembly of the co-owners4, and see to the proper administration of the syndicate's affairs in conformity with the declaration of co-ownership and the Civil Code of Quebec. Thus, it needs to be be understood that the ultimate decisional power which is exercise within the framework of the powers and duties of the Board of Directors must be exerted by the latter, and not by the building manager who answers to the Board of Directors.
The Board of Directors will determine the tasks to entrust to the manager: the complete management of the operations of the syndicate (accountancy, physical management of the premises, relations with suppliers of goods and services, etc), or only selected tasks. No matter the extent of the tasks assigned, the Board of Directors remains responsible for the monitoring of the manager's work and must continue to exert its decisional power. There must be a close cooperation between the members of the Board and the manager, whose experience in this field, we hope, will benefit the Board. The manager must implement the resolutions of the Board of Directors insofar as they are not contrary to the declaration of co-ownership or the imperative provisions of the law.
There must exist a relation of confidence between the members of the Board of Directors and the manager: your manager should be a person of experience, skilled in the management of suppliers, negotiation, employee management if necessary, so the Board must avoid engaging in micro-management. It remains important for the Board to be informed of the progress of the various tasks entrusted to the manager, but trying to do more and to dictate every detail will only serve to render it pointless to have a manager.
Do not hesitate to consult our legal team in the field of co-ownership in order to better understand the role of your manager and to learn more about what constitute sound management practices in this field.
1. Article 1085 Civil code of Quebec
2. Certain declarations dating from before January 1, 1994 grant this capacity to the Board, but grant a capacity to the assembly of the co-owners to approve his remuneration.
3. Article 335 Civil code of Quebec
4. Articles 1096, 1097 and 1098 Civil code of Quebec
Understanding the role of the property manager in co-ownership
