I would like to raise awareness about the importance of governance and ethics in co-ownerships.
Let us remember that boards of directors have a lot of power in a condominium, which is entirely appropriate, as they also have many responsibilities and obligations to fulfill. This is why the powers of the board of directors are detailed in the articles of incorporation and why a supermajority (more than 75% of the votes of the co-owners present and represented) is required to change this state of affairs.
It is important to note that at meetings, few people volunteer to serve as directors, as it is often a “thankless” role. Directors are often the bearers of bad news, particularly the infamous increases in co-ownership fees that inevitably result from the application of all new laws.
However, this reality brings several risks for the syndicates of co-ownership in the current state of laws and rules in place.
Indeed, for several reasons, the context of recent years has been more conducive to abuses by boards of directors. When this happens, it is the entire syndicate (and its co-owners) that suffer the consequences, which are often financial in nature, unfortunately:
That said, it must be made clear that a deviation does not occur as soon as there is a disagreement or a difference of opinion on a given issue within a board. A deviation occurs when risks or decisions with a very significant impact are not analyzed adequately, i.e., in the interest of the community of co-owners. Sometimes, directors are even willing to deliberately hide and conceal information and details from co-owners in order to continue doing things as they see fit.
There is currently no mechanism in place to protect against such abuses, as governance is not subject to any oversight.
It must be said clearly: there is no formal mechanism to protect co-owners when a board of directors acts against their interests.
Currently, you may be surprised to learn that no one is immune to abuses when directors, unaware of the rules and laws of co-ownership (or simply unwilling to comply with them, or even, in extreme cases, people with malicious intent, hidden agendas, or questionable ethics), take control of a board of directors to carry out projects that are contrary to the interests of the syndicate, sometimes with the complicity of people with ulterior motives, hidden agendas, or questionable ethics.
Technically, for a board of directors made up of five people, only three people need to get together to be able to act and make decisions without being disturbed.
The only power that co-owners have is to replace directors at an annual meeting or to remove them by calling for a special meeting. However, the board of directors will often use the means at its disposal to prevent a democratic process from taking place through various mechanisms:
Many co-owners mistakenly believe that the manager is the guardian of co-ownership governance and will ensure that everything runs smoothly regardless of the board of directors in place. This is a mistake, because even if a professional, conscientious, and diligent manager has been in place for many years, a change in the board of directors can quickly change the situation. The manager has no decision-making power; that lies in the hands of the directors.
The manager is an advisor, not a decision-maker, and cannot impose anything or alert anyone in the event of misconduct…
… Let’s be realistic, a malicious board will instead try to get rid of a manager who tries to guide it in the right direction or who highlights the risks of its actions, because he would become a hindrance to them.
Measures for “protecting the public” will need to be reviewed
According to professional associations, the client of a management firm is the board of directors, not the syndicate and its co-owners. In their view, it is the board of directors that signs the management contract, and therefore it is the client.
In theory, they are right.
In practice, however, this sometimes leads to serious issues in the co-ownership sector, because a condominium generally does not have the same governance culture and the same protection mechanisms in place to prevent abuses (e.g., knowledgeable administrators who are familiar with governance rules and often also hold professional certifications, a financial controller, sophisticated accounting software, internal controls and separation of certain incompatible functions, an ombudsman, etc.).
What can a professional manager do when a board of directors is acting improperly and no longer making decisions in the best interests of the syndicate? The answer is simple: NOTHING. According to their code of ethics, professional managers remain bound by confidentiality to their client, i.e., the board of directors. If they believe that their client’s actions constitute a breach of their code of ethics, they may terminate their mandate.
In terms of protecting the public (the co-owners), this seems absurd to me, but that is how the professional system currently works.
Currently, according to some legal experts, even a director who wishes to alert co-owners and encourage them to mobilize to obtain 10% of the votes in order to force an extraordinary meeting to be held and debate certain decisions would not be justified in doing so on the grounds that:
Why do lawyers take this position? Because they too represent the board of directors, not the syndicate or the co-owners themselves. And the client speaks through the majority vote of the directors who make up its board of directors.
Basically, we go round in circles to limit the consequences of cases of misconduct.
Many people tell me that this is a sensitive subject to broach and that it is unfortunate that syndicates find themselves caught up in these abuses. That said, I am an idealist, and I hope that we can find solutions that will enable condominiums to be properly managed and avoid such abuses, and thus ultimately a loss of interest in this type of housing.
So, here are a few ideas I would like to propose for consideration.
In my opinion, under current Quebec law, it should be possible for an individual to quickly alert the co-owners’ syndicate so that it can make decisions and, ultimately, choose to replace one, several, or all of the directors if it believes that they are exposing it to risks that a majority of co-owners deem unacceptable.
The co-owners’ meeting could force the board of directors to adopt a code of conduct governing governance and ethics, which could also involve the appointment of an ombudsman. A person, either internal or external to the condominium, would then be responsible for receiving any complaints and would have the power to convene a meeting of co-owners if they believe that the situation is indeed potentially detrimental to the co-owners. The meeting would then be responsible for making a decision.
If the ombudsman process is too complex, then perhaps a single director could have the power to call a special meeting of co-owners and ask the general assembly make a decision that would otherwise be within the power of the board, if he or she believes the board is acting in a manner detrimental to the common interest. It would then be up to the general assembly to decide the matter.
Professional managers could also be a good way to protect against these issues, as long as they’re all regulated by a professional association. That way, they would be accountable to their code of ethics and professional conduct.
Being well informed about the syndicate’s affairs and concerned about the long-term success of the building, they could be the ones with the power to call a special meeting when a significant disagreement arises within the board of directors, in order to prevent a dispute from consuming the board or rendering it completely dysfunctional.
This mechanism should obviously be used sparingly and only as a last resort, as resorting to it could break the bond of trust between a board of directors and its manager, which is essential to any healthy and effective collaboration.
However, in the deadlock situations we have seen recently, this would give professionals a means of better protecting the public against significant abuses, such as leaving office, as proposed by the professional orders. This option would also allow the assembly to rule on the matter in dispute and elect one or more new directors if the co-owners believe that the manager’s concerns and findings are legitimate.
The objective here would be to create greater transparency and prevent the management firm from being the victim of reprisals by a board of directors simply because it is trying to do its job properly and protect the interests of the syndicate.
To better protect co-owners and limit potential abuses by the board of directors, it might be wise for the replacement of a mandate granted to a management firm to be decided by the co-owners’ meeting (with the exception of the initial grant, which would be the responsibility of the board of directors), on the recommendation of the board of directors and not by the board of directors itself.
In the current legislative context, where the rules are very complex, the role of the professional managers and the continuity of their mandate, if properly executed of course, are so important to the collective memory of a building that it would be appropriate for a board of directors to address the assembly and obtain a favorable vote from the syndicate to replace them with a new manager.
The board would be responsible for choosing the first management firm to facilitate the establishment of this role at the time of the creation of a condominium or when a board of directors considers that this role must be filled for the good of the syndicate. The possible replacement of this company would be subject to the decision of the meeting of co-owners.
It is urgent that the government regulation that will enforce Article 1068.1 of the Civil Code of Québec be implemented through the adoption of the government regulation that we have been waiting for since 2019.
The ideal would obviously be for this Attestation to be incorporated into the notice of the annual meeting, as proposed by the AQGC in its brief, so that it is published only once a year and therefore signed by the board of directors, thereby making them accountable for the information recorded therein. This approach would make the Attestation available to the prospective buyer at all times and would avoid duplicating the work (and costs) compared to the confirmation that is done by the syndicate for the notary who will eventually execute the sale.
Obviously, the transparency that this Attestation (which hopefully would potentially replace the current DRCOP) will bring could encourage administrators to get involved and keep the common good in mind. Indeed, a poorly managed building could complicate the eventual sale of condo units for their owners.
A mechanism could potentially be established within a co-ownership tribunal designed to relieve congestion in the regular courts (similar to the administrative housing court, which rules on disputes involving rental properties) and allow an administrator to urgently refer a matter to the court to obtain a binding decision authorizing the holding of a meeting so that it can rule on a contentious issue.
I have been involved in co-ownership for 15 years now. I have seen the evolution of this sector, but also its flaws. Despite legislative changes, the field sometimes feels like the Wild West. Many do not respect the laws, while others want to exploit them to their advantage.
We seriously need to implement the measures that have been discussed for so many years to avoid major scandals and further abuses. Here is a short list of urgent priorities that need to be addressed:
I hope that the government will hear our message and act, because time is running out to prevent this form of collective housing from continuing to lose its appeal.
Élise Beauchesne, CPA, Adm.A
President, SolutionCondo
Are you a member of a condo board considering a change in property management? Before making any decisions, it’s essential to perform thorough due diligence to ensure a smooth and beneficial transition.
Think of your management firm as the pilot of an airplane — they’ll be at the controls, guided by the board’s directives. Choosing the right firm requires evaluating multiple criteria. Otherwise, the switch may not serve the best interests of your co-owners.
Start by identifying why you’re considering ending your current manager’s contract. Common reasons include lack of follow-through, failure to meet contractual obligations, high fees, or a desire by the board to resume self-management.
What to look for when comparing management firms :
Cost is often a deciding factor — but the lowest price doesn’t always mean the best value. Many variables affect pricing, so make sure you’re comparing apples to apples when reviewing bids.
Your syndicate’s needs will determine the type of contract — whether it’s financial/administrative management, full-service management, or a premium option. The more complex your building and the higher the resident turnover, the more hours of management your contract should include. Otherwise, the board will have to fill the gaps.
In larger buildings, contracts often include full-time on-site staff. These employees may be hired directly by the syndicate or provided by the management firm. Having syndicate employees can lower costs (e.g., no sales taxes, direct negotiation of wages and benefits), but it also means the board will be responsible for overseeing them.
Most standard contracts cover core services like administrative management, bookkeeping, budgeting, vendor management, and organizing board and annual meetings. However, many include additional services billed by the hour, such as:
Review your building’s recent history — past claims, special projects, and anticipated needs — to estimate future costs and compare each firm’s approach accordingly.
Premium contracts may include a set schedule of on-site staff (e.g., 40 hours/week) and a bank of director-level management hours. These hours can be used for complex tasks like restructuring staff, budget modeling, drafting procedures, or overseeing large-scale projects. Ensure this bank is sufficient to avoid end-of-year overages.
Board members come from diverse backgrounds, and personality conflicts can happen. While most boards find ways to collaborate, unresolved issues can affect decision-making.
The same goes for your manager. It’s crucial that the team you’ll be working with shares your vision and priorities for the syndicate. A strong fit and good chemistry with your management team are essential.
Before signing any contract, interview key personnel to align on expectations and ensure a productive working relationship. Addressing these matters upfront avoids future misunderstandings.
Each building has unique needs. A firm managing a complex property should have access to specialized professionals — accountants (CPA), HR experts (CRHA), legal counsel, technologists, architects, etc.
On the other hand, smaller syndicates seeking a personalized approach may prefer a boutique firm with a simpler internal structure.
Some management companies are owned, in part or whole, by real estate developers or related parties. This could lead to a conflict of interest — for example, if your syndicate is negotiating the turnover of common areas and the management firm is partially owned by the developer. Transparency and neutrality are essential.
Over the past five years, new legal and administrative obligations have changed the role of condo managers. Your firm should be using modern, efficient tools tailored to today’s market.
Also, ensure that the software used by your outgoing and incoming managers are compatible, or that a solid plan is in place for transferring all critical data so that operations can continue without disruption.
Still undecided between two candidates? Reach out to their current clients for feedback. Real-world insights can confirm — or challenge — your impressions and help you make a more informed decision.
Switching property management firms is a significant decision. Taking the time to evaluate your options carefully will help you avoid regrets and ensure that the transition is in the best interest of your co-owners.
As board members, your responsibility is to act in the collective interest of your community — and not every change is necessarily for the better.
Wishing you a successful search,
Renaud Bourassa
Director of Property Management
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