General meeting minutes: drafting them, getting them signed and sending them out

The minutes of the last general meeting have just landed in your letterbox, and you wonder whether they accurately reflect what was voted. Or you are the syndic, the agenda is long, and it is up to you to record everything during the meeting. Either way, this document carries more weight than the debates it summarises.

General meeting minutes (notulen / procès-verbal) are not a summary of the discussions. They are the record that fixes the decisions taken, the votes obtained and the names of those who opposed them. The syndic uses them to carry out the decisions, the court to settle a dispute, and the buyer of an apartment to find out what was voted before they arrived.

The rules are in Article 3.87, §§ 10 to 12, of the Civil Code, and in Article 3.93 for the registerGlossaryRegister kept at the association's registered office in which the syndic records the decisions of the general meeting within thirty days. Anyone with an interest may consult it on site free of charge. See the glossary. They are the same in Flanders and in Brussels.

Who drafts the minutes, and when are they signed?

Article 3.87, § 10, makes the syndic responsible for drafting the minutes of the decisions taken by the general meeting (GM). The text does not leave this task to the secretary or the chair, even if, in practice, a volunteer syndic often gets help with note-taking.

Signing happens immediately. The text is precise:

“These minutes are signed at the end of the meeting and after being read out by the chair of the general meeting, by the secretary appointed when the meeting opened and by all the co-owners still present at that moment or their proxy holders.”

Art. 3.87, § 10, Civil Code

Three practical consequences follow. First, the minutes are drafted during the meeting, not three weeks later. A laptop and a template prepared from the agenda save a great deal of time. Second, they must be read out before signing: everyone can then point out a wrong figure or wording. Finally, co-owners who left before the end do not sign, which does not affect the validity of the text.

The chair must be a co-owner (Art. 3.87, § 5). The secretary is appointed when the meeting opens. Remember to record both appointments at the top of the minutes.

What must the minutes contain?

The law requires at least the decisions taken, with the majorities obtained and the names of the co-owners who voted against or abstained (Art. 3.87, § 10). That last point is no formality: it shows, for each decision, who expressed disagreement.

To be usable, complete minutes in practice include the following:

Vote counting has its own rules: abstentions, spoilt and blank votes do not count as votes cast, and some decisions require two thirds or four fifths. All of this is explained on the page on voting rules and majorities. The minutes simply have to make it possible to redo the calculation.

Our view: “carried by a large majority” is not enough, since nobody can redo the calculation from that phrase. Write instead “carried by 7,240 votes for, 1,380 votes against and 510 abstentions, two-thirds majority required”, adapting the figures to your building. For works, record the contractor's name, the maximum amount and the method of financing exactly as they were voted.

Register and sending: the thirty-day deadline

Once signed, the minutes become part of the co-ownership's memory. The syndic enters the decisions in the register provided for in Article 3.93, § 4, within thirty days of the general meeting (Art. 3.87, § 12). They send them, within the same period, to every holder of a property right in a unit who is entitled to vote.

The same paragraph provides a simple step for the co-owner who has been left out: if you have not received the minutes within the deadline, you inform the syndic in writing. Do so by email or by dated letter.

The register of decisions also includes decisions taken unanimously in writing, without a meeting, under Article 3.87, § 11. It is not the same as a simple collection of minutes: it is the association's official register, kept available to those concerned. When a unit is sold, the buyer and their notary look closely at recent decisions, particularly works that have been voted. The page on documents required for a sale covers this.

Occupants who do not vote, such as tenants, are also affected by some decisions. The Civil Code sets out how decisions become binding on them (Art. 3.93). For relations with tenants, see the page on co-owners' rights and obligations.

Reading the minutes as a co-owner

You did not attend the meeting, or you left before the end? Then the minutes are your only source. Read them as soon as they arrive, with the meeting notice beside you.

In practice, start with the quorum: do the number present and represented and their shares allow the meeting to deliberate? Then go through each item voted on. Does the decision match the item on the agenda? Is the stated majority the right one for this kind of decision? Are the votes for and against given in figures?

Look at the amounts too. For works, the minutes should tell you which contractor was chosen, for what budget, and how the expense will be financed: call for funds, reserve fund or loan. These elements determine the calls you will receive afterwards; see the page on the working capital and reserve funds.

Keep each set of minutes with your property documents. They will help you check your service charge statements and, on the day you sell, answer the buyer's questions.

The minutes contain a mistake: what should you do?

An amount that does not match, a name missing from those who voted against, a decision summarised inaccurately: everything depends on when you spot the mistake.

During the reading at the end of the meeting, ask for the correction before signing. That is exactly what the reading is for. If the chair refuses, have your remark recorded in the minutes themselves.

After the meeting, write to the syndic stating the item concerned and what was actually voted, with a copy to the co-ownership council if there is one. Any correction to a text already signed must remain transparent: the safest solution is to put the matter on the agenda of the next general meeting, which can record the mistake.

If the mistake actually hides an irregular decision, such as a miscalculated majority, the remedy is an action for annulment. Watch the calendar: for a co-owner, the four months run from the date of the meeting, not from receipt of the minutes (Art. 3.92, § 3). Minutes sent on the thirtieth day therefore leave you a little over three months. The procedure is described on the page on challenging a general meeting decision.

To prepare the meeting itself, see organising a general meeting, and for an overview, the page on the co-owners' general meeting.