Background
SCI VFD owned units in a condominium building. It sued the building’s syndicate of co-owners and Mr. and Mrs. [I], who owned three cellar units, seeking to annul the June 12, 2019 general meeting. Alternatively, SCI VFD sought to annul resolutions authorizing the transfer of part of a common corridor adjoining two cellars, the creation of new units inseparably linked to the units owned by Mr. and Mrs. [I], and a change in the designated use of their cellar units.
The syndicate counterclaimed to have the second paragraph of Article 51 of the condominium bylaws deemed unwritten. That clause required any general meeting addressing amendments to the bylaws to be attended by a notary who would prepare the meeting minutes and arrange for a copy to be recorded. The Lyon Court of Appeal deemed the provision unwritten, and SCI VFD appealed to the Court of Cassation.
The Court’s Holding
The Court of Cassation dismissed the appeal. Under Article 43 of the Law of July 10, 1965, condominium-bylaw provisions that conflict with specified statutory provisions or their implementing regulations are deemed unwritten. Article 15, second paragraph, of the Decree of March 17, 1967 provides that the property manager serves as meeting secretary unless the general meeting decides otherwise.
The Court held that a meeting secretary may receive assistance from a third party in drafting the minutes. But only the general meeting may appoint someone other than the property manager as secretary. A condominium bylaw therefore cannot require particular general-meeting minutes to be prepared by someone other than the property manager or the secretary selected for that meeting. Because SCI VFD’s argument depended on the opposite proposition, it failed.
The Court rejected SCI VFD’s remaining grounds without a specially reasoned decision because they were manifestly incapable of supporting reversal. It ordered SCI VFD to pay costs and rejected the parties’ requests under Article 700 of the Code of Civil Procedure.
Key Takeaways
- A condominium bylaw cannot predetermine that a notary, rather than the property manager or meeting-appointed secretary, will prepare minutes for specified general meetings.
- The general meeting alone may decide to appoint a meeting secretary other than the property manager.
- A third party may assist the authorized secretary in drafting minutes, but assistance does not permit a bylaw to transfer the secretary’s responsibility to that third party.
Why It Matters
The decision distinguishes permissible drafting assistance from an impermissible bylaw-level reassignment of responsibility for meeting minutes. Condominium associations may involve notaries in meetings concerning bylaw amendments, but they cannot use standing bylaws to displace the property manager as secretary or preempt the general meeting’s power to choose another secretary.