Co-ownership: Why You Cannot Delegate the Election of the General Meeting Chairperson

Imagine yourself in your building in Old Nice, on a Friday evening. The annual general meeting is approaching, and you receive that famous letter with the agenda. Among the items to vote on: the election of the chairperson of the meeting. You cannot attend, so you sign a proxy (mandate) to your neighbour so they can vote on your behalf. But here's the thing: this neighbour would quite like to be elected chairperson themselves. Can they use your proxy to get themselves elected? The question seems technical, but it touches the heart of democracy in your co-ownership.

In residences in Grasse or buildings on the Promenade des Anglais, this situation occurs more often than one might think. An absent co-owner delegates their voting power, and the proxy (the one who receives the delegation) stands for the chairpersonship. Is this legal? The answer directly impacts the balance of power in your building.

The Court of Cassation, the highest French judicial court, ruled in 2013: no, a co-owner cannot delegate to a proxy the ability to be elected chairperson of the general meeting. Behind this legal formulation lies a concrete reality: your vote cannot serve to elect someone who is not physically present or who is acting by proxy for themselves. But what exactly does this change for your daily life as a co-owner?

The facts: a story as it happens every day

The case begins in a Parisian building, but it could just as well have taken place in a co-ownership in the city centre of Nice. Mr Dupont, owner of an apartment, cannot attend the annual general meeting. Like many of us, he signs a proxy (a written mandate) in favour of Mr Martin, another co-owner he knows and trusts. So far, nothing extraordinary.

On the day of the meeting, Mr Martin arrives with several proxies in his pocket, including that of Mr Dupont. During the vote for the election of the chairperson of the meeting, Mr Martin stands as a candidate. He uses not only his own vote (that corresponding to his property) but also the proxies he holds, including that of Mr Dupont, to get himself elected. In other words, he votes for himself with the votes of the absentees he represents.

Another co-owner, Mr Leroy, challenges this election. He believes that Mr Martin should not have used the proxies to get himself elected chairperson. The dispute goes up to the tribunal, then to the court of appeal. The lower court judges (those who examine the facts) rule in favour of Mr Martin, considering that nothing explicitly prohibits this practice. But Mr Leroy does not admit defeat and files an appeal (recourse) before the Court of Cassation.

This judicial twist is typical of co-ownership conflicts: what seems trivial at first – an election of a chairperson of the meeting – can escalate into a long and costly procedure. undefined in Grasse, I have encountered cases where contested elections blocked urgent works for months, such as the renovation of a noisy lift in a 1970s building.

The court's reasoning – dissected

The Court of Cassation examined the case with characteristic legal rigour. The magistrates (judges) relied on Article 22 of the Law of 10 July 1965, the founding text of the co-ownership regime. This article provides that any co-owner may be represented at the general meeting by a proxy (representative) of their choice, who may be another co-owner, a spouse, or any trusted person.

But beware: the Court distinguished two things. On the one hand, the power to vote on the resolutions (decisions) of the meeting – this power can be delegated. On the other hand, the ability to be elected to a position – here, the chairpersonship of the meeting. This ability, according to the judges, is personal and inseparable from the person of the co-owner. In plain terms, you can delegate your vote, but not your eligibility.

The reasoning is subtle but crucial. The Court considers that the mandate (proxy) allows the proxy to act in the name and on behalf of the principal (the one who gives the proxy). However, being elected chairperson is exercising a personal function that directly engages the person who holds it. The proxy cannot personally commit on behalf of another for a function that requires their own presence and judgment. In other words, Mr Martin could vote on the budget or works on behalf of Mr Dupont, but not use his vote to get himself elected.

What few people know is that this decision confirms prior case law (body of court decisions) rather than evolving it. It fits into a logic of protecting individual will: each co-owner must be able to directly choose who will chair them, without an intermediary. The parties' arguments were classic: Mr Martin pleaded practicality and efficiency, Mr Leroy invoked the democratic principle. The Court ruled in favour of the latter.

What this changes for you – concretely

If you are a co-owner in Nice or in the Grasse area, this decision has direct implications. First, you can no longer give a proxy to someone knowing they might use it to get themselves elected chairperson. This limits the "accumulation" of power in small co-ownerships where few people attend meetings.

For landlord owners (who rent out their property), often absent, this means they must be particularly vigilant about their choice of proxy. If you rent out an apartment on the Côte d'Azur and live in Paris, you often delegate your vote to a manager or neighbour. From now on, ensure that this person will not stand for the chairpersonship with your vote. Otherwise, the election could be challenged, and the decisions taken during the meeting risk being annulled.

For tenants, indirectly, this affects the governance of your building. A chairperson elected under questionable conditions might make unbalanced decisions about charges or works, which would impact your rents or quality of life. Imagine a building in Grasse where the chairperson, elected with proxies used improperly, refuses sound insulation works while the lift is noisy – you would suffer the nuisance daily.

For real estate professionals – managing agents, managers, notaries – this decision requires reviewing practices. Co-ownership managing agents must scrupulously check proxies and candidacies during meetings. A concrete example: in a co-ownership of 30 units in Grasse, if 10 owners give a proxy to the same proxy who stands for election, only their personal votes (those of their own units) will count for their election. The 10 proxies will be inoperative for this specific vote. This can change the outcome of a close election.

In terms of deadlines and costs, a contested election can lead to a judicial procedure of several months, even years. Legal and expert fees can quickly reach €3,000 to €8,000, not counting the blocking of urgent decisions. If you are in this situation, you must act quickly: challenge the election within 2 months following the meeting, under penalty of time-barring (loss of the right to act).

Four tips to avoid this type of dispute

• Read your proxy carefully: Before signing, check if it explicitly authorises the proxy to stand for positions. If in doubt, add a limiting clause: "The proxy cannot use this proxy to get themselves elected to any position."
• Attend general meetings when possible: Nothing replaces your physical presence. If you live far from your property in Nice, plan a trip or a video conference if the co-ownership regulations allow it.
• Demand transparency about candidacies: Before the meeting, ask the managing agent for the list of candidates for the chairpersonship. This will prevent you from giving a proxy to one of them without knowing.
• Document everything: In case of dispute, keep a copy of your proxy, the minutes of the meeting, and any exchange with the managing agent. These proofs will be crucial before a tribunal.

Deep dive: related case law and developments

The 2013 decision fits into a coherent line of case law. Already in 1995, the Court of Cassation (judgment no. 93-18.281) had considered that a proxy could not vote for themselves on resolutions personally engaging the principal, such as a modification of the co-ownership regulations. The principle is similar: delegation has limits when it comes to personal acts.

A more recent decision, in 2018 (no. 17-20.168), confirmed this approach by extending it to other elective positions in the co-ownership, such as the designation of members of the syndicate council. The trend of the tribunals is clear: they increasingly protect the personal nature of elective positions, to the detriment of practical flexibility.

What this means for the future? Co-ownerships will probably have to adapt by developing secure remote voting tools, or by organising more frequent meetings to facilitate attendance. In Nice, where many owners are non-resident investors, this evolution could push for a modernisation of practices. But beware: technology must not circumvent the fundamental principle – your vote cannot elect someone in your place without your explicit and informed consent.

What you must absolutely remember

Here is a numbered checklist to summarise the essentials:

1. If you give a proxy: Your proxy cannot use it to get themselves elected chairperson. Their personal votes (their own units) count, but not yours for this election.
2. If you receive proxies: Do not stand for the chairpersonship counting on these votes. You risk an annulment of the election and a judicial procedure.
3. If you challenge an election: Act within 2 months after the meeting. Gather the proofs (proxies, minutes) and consult a specialised solicitor.
4. If you are a managing agent or manager: Check candidacies and proxies before the vote. Clearly inform co-owners of this rule to avoid misunderstandings.
5. If you are a tenant: Take an interest in the governance of your building. A legitimately elected chairperson guarantees better decisions for your living environment.

Conclusion

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