Special vs Unanimous Resolutions: Getting the Threshold Right
Not every AGM decision needs the same level of agreement. Part 5 of our AGM series explains the difference between ordinary, special, and unanimous resolutions – and why picking the wrong threshold can invalidate a decision.
PPSP Team
Professional Property Solutions Provider
One of the most common causes of disputes after an AGM is a resolution passed at the wrong threshold. Part 5 of our AGM series sets out the three resolution types every trustee and owner should recognise.
Ordinary Resolutions
Passed by a simple majority of those present and voting. This covers most routine business: adopting minutes, approving the annual budget, and electing trustees.
Special Resolutions
A special resolution requires support from owners representing at least 75% of the total value of votes (quorum requirements also differ) and typically needs specific advance notice of the resolution's wording in the AGM notice. Matters commonly requiring a special resolution include:
- Alterations to common property beyond routine maintenance
- Substantial capital improvements funded from a special levy
- Certain changes to the rules governing use of the scheme
- Extension of the scheme's registered use, subject to relevant legislation
Unanimous Resolutions
The highest threshold – requiring agreement from every single owner (or a 100% vote in value and number, depending on the rule) – applies to the most significant, often irreversible decisions:
Typically Requires Unanimous Agreement
- Changes to participation quotas
- Alienation or subdivision of common property
- Cancellation of the sectional title scheme
- Certain changes to an owner's exclusive use rights
Why the Notice Wording Matters
For special and unanimous resolutions, the exact wording of the proposed resolution generally must be included in the notice of the AGM – you can't simply table a rewording on the day. If the notice doesn't match what's ultimately put to the vote, the resolution is vulnerable to challenge, no matter how strong the support in the room.
Match the Resolution to the Decision
Before drafting an AGM agenda, work backwards from each decision to the correct resolution type and threshold. A resolution passed at the wrong bar isn't just informal – it can be legally void.
When in doubt, trustees should seek guidance before the notice goes out, not after the vote is counted.
Unsure Which Resolution Type You Need?
PPSP helps trustees draft AGM notices with the correct resolution wording and threshold from the outset. Talk to our team.
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