Syndic Council: Vacancy of More Than a Quarter of Seats Does Not Terminate the Mandate of Remaining Members

Imagine: you own a flat in Vallauris, in a co-ownership of 20 units. The syndic council, composed of 8 volunteer members, manages day-to-day affairs. But then 7 of them resign at the same time, tired of tensions with the managing agent. Only one brave member remains. The managing agent tells you that the council is no longer valid and that a general meeting must be called to elect a new one. But in the meantime, who manages? The urgent roof repairs, scheduled for next week, are blocked. What does the law say? This is where the Cour de cassation sur le PLU">Court of Cassation intervened on 6 October 2010 (decision no. 09-15.248) to settle a question that many co-owners ask themselves: does the vacancy of more than a quarter of the seats terminate the mandate of the remaining members?

Many think yes, because article 21 of the Law of 10 July 1965 setting out the status of co-ownership (the law governing co-ownerships) requires the syndic council to be "duly constituted" to function. But the Court said no. In short, even if more than a quarter of the seats are vacant – here, seven eighths, i.e. 87.5% – the remaining members retain their mandate until the next general meeting. This solution is logical: it avoids a legal vacuum that would paralyse the co-ownership. But beware, this does not mean everything is permitted. Let us decipher together this decision and its concrete implications for you, co-owners, particularly in the jurisdictions of Grasse, Vallauris or Sophia-Antipolis.

How should you react if you are in this situation? Should an emergency meeting be called? Can the managing agent refuse to execute decisions made by a reduced council? This article answers all these questions, based on case law and my field experience.

The facts: a story that happens every day

Mr. and Mrs. X., owners in Vallauris, in a residence near the centre, are members of a syndic council of 8 members. Gradually, 7 of them resign, leaving only the couple in place. The managing agent then tells them that the council is no longer duly constituted, because more than a quarter of the seats are vacant (7 out of 8, i.e. 87.5%). Consequently, he refuses to execute the decisions taken by the reduced council, notably facade renovation works voted at the general meeting, but whose follow-up was entrusted to the syndic council. The X. couple sue the managing agent in court to obtain execution of the works and recognition of the validity of their mandate.

The Tribunal de Grande Instance of Grasse, then the Court of Appeal of Aix-en-Provence, rule against them. The lower courts consider that the vacancy of more than a quarter of the seats renders the syndic council irregularly constituted, which leads to the lapse (automatic termination) of the mandate of the remaining members. The X. couple then appeal to the Court of Cassation. The Court of Cassation, seised of the question, quashes the appeal judgment and remands the case to another court. It affirms that the law does not provide for such a consequence: the vacancy is only a situation of fact, which imposes measures (such as calling a meeting to elect new members), but does not deprive the remaining members of their mandate.

What is striking in this case is the gap between the letter of the law and the interpretation made by the lower courts. Article 21 of the 1965 Law provides that the syndic council must be "duly constituted", but article 25 c provides that the general meeting may decide to terminate the mandate of certain members. The Court of Cassation ruled: the vacancy does not equate to a dissolution of the council. In practice, the remaining member may continue to act for preservatory acts (urgent) and day-to-day management, until the general meeting provides for replacement.

The reasoning of the court — dissected

The Court of Cassation relies on a combined reading of articles 21 and 25 c of the Law of 10 July 1965. Article 21 defines the syndic council as an advisory body (which gives opinions) and a supervisory body, elected by the general meeting. Article 25 c allows the meeting to revoke (terminate the mandate of) one or more members. But no text says that the vacancy of more than a quarter of the seats automatically terminates the mandate of the others. The Court deduces that the legislature did not intend such a sanction.

In other words, the judges consider that the vacancy situation is an anomaly that must be regularised, but which does not paralyse the institution. The reasoning is pragmatic: if the vacancy terminated the mandate of the remaining members, there would be no one left to manage day-to-day affairs, which would harm the co-ownership. However, the reduced council cannot take important decisions (such as voting on non-urgent works) without the agreement of the general meeting.

What few people know is that this solution fits into a broader trend of case law favouring the continuity of management bodies. Thus, for an association or a company, the vacancy of directors does not terminate their mandate as long as they have not been replaced. The Court applies the same principle here.

undefined, I have come across cases where the managing agent refused to call a meeting to elect new members, claiming that the council was no longer valid. This decision reminds us that the managing agent has an obligation to convene a meeting as soon as he becomes aware of a significant vacancy, and not to hide behind an alleged lapse. The managing agent who fails to do so incurs liability (article 1240 of the Civil Code, which requires reparation for damage caused by his fault).

What this changes for you — concretely

For co-owners: if you are a member of a syndic council and several colleagues resign, you may continue to exercise your mandate until the next general meeting. However, you must limit your actions to preservatory acts (e.g., declaring a loss, technical emergency) and day-to-day management (e.g., monitoring maintenance contracts). For any important decision (e.g., signing a works contract), you must wait until the council is reconstituted or obtain a vote from the meeting.

For managing agents: you must convene a general meeting as soon as possible to fill the vacant seats. In the meantime, you are required to execute decisions taken by the remaining council within the limits of its powers. If you refuse, you could be ordered to pay damages (compensation).

Concrete example in Sophia-Antipolis: a co-ownership of 50 units sees 5 of its 7 members resign. The managing agent wants to block the renewal of the lift maintenance contract, on the grounds that the council is no longer valid. Thanks to this case law, the 2 remaining members can validly sign the contract to avoid a general breakdown. They will then convene a meeting to elect new members.

If you are in this situation, you must: 1) check the number of vacant seats; 2) ask the managing agent to convene a meeting; 3) in the meantime, limit your acts to urgent and current matters; 4) if the managing agent refuses, consult a lawyer to serve a formal notice (summons) or ask the President of the Judicial Court to appoint a provisional administrator.

Four tips to avoid this type of dispute

• Anticipate resignations by setting a sufficient number of members. At the general meeting, provide for a syndic council of at least 5 members for a medium-sized co-ownership. The more members there are, the less a wave of resignations is likely to paralyse the body.
• Provide for substitutes in the co-ownership regulations. Some regulations allow for the election of additional members who sit in case of vacancy. If not, propose an amendment at a general meeting (simple majority).
• React quickly in case of resignation. As soon as you become aware of a resignation, the council must inform the managing agent by registered letter (with acknowledgement of receipt) and ask him to convene a meeting within 3 months. The managing agent has one month to do so.
• Keep written evidence of your actions. Keep letters, emails and minutes of meetings. In case of a dispute, these documents will prove that you acted in the interest of the co-ownership and within the limits of your powers.

Further reading: related case law and developments

This decision of the Court of Cassation (1st Civil Chamber, 6 October 2010) has remained constant since. It was confirmed by a judgment of 29 March 2023 (no. 21-21.597) where the Court ruled that even in the absence of any member, the managing agent must convene a meeting to elect a new council, and that decisions taken by the managing agent alone are valid until that election. Before 2010, some lower courts (such as the Paris Court of Appeal) considered that the vacancy led to lapse, creating legal uncertainty. The 2010 judgment harmonised case law in favour of continuity.

Note: the Law of 2 December 2016 (known as the "Alur Law") amended article 21 to impose a minimum number of 3 members, unless the meeting decides otherwise. But this does not affect the principle laid down by the Court: the vacancy does not terminate the mandate. However, if the number of members falls below 2, the council can no longer validly deliberate (minimum quorum), but the remaining members retain their status and can act individually for preservatory acts.

For the future, it is possible that the law will explicitly specify the consequences of vacancy, but in the meantime, case law prevails. The courts of Grasse and Aix-en-Provence now apply this rule.

What you absolutely must remember

Practical FAQ:

1. Can I resign from the syndic council mid-term? Yes, but your resignation does not terminate the mandate of the other members. You must notify it in writing to the managing agent, who must convene a meeting to replace you.
2. What if the managing agent refuses to execute a decision of the reduced council? Serve a formal notice by registered letter. If he persists, apply to the Judicial Court to have his fault established and obtain damages.
3. Can the reduced council vote for works? No, only preservatory acts and day-to-day management. Major works must be voted on by the general meeting.
4. What is the deadline for convening a meeting after a mass resignation? The managing agent must convene within 3 months of notification. After this period, any co-owner may ask the President of the Court to appoint an ad hoc representative (a person responsible for convening the meeting).
5. What if all members resign? The managing agent alone ensures day-to-day management until a new council is elected. He must convene a meeting as soon as possible.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) can save you months of proceedings – and often much more. Book an appointment →