Ordinary resolutions
An ordinary resolution is one passed at a properly convened meeting of the corporation by a simple majority of the votes of unit holders present and voting on the resolution [Strata Titles Act 1988 (SA) s 3(1)]. Decisions of a strata corporation are made by ordinary resolution unless the Act or articles specify otherwise.
Special resolutions
Special resolutions must be proposed by at least 14 days written notice to all unit holders, including the terms of the proposed resolution and the reasons for the proposed resolution [s 3(1)(a)].
A special resolution is required to:
A special resolution is achieved if the resolution is passed at a properly convened meeting of the strata corporation and the number of votes (if any) cast against the resolution is 25% or less of the total number of votes that could be cast at a meeting at which all unit holders are present and entitled to vote [s 3(1)(b)].
When there are two or three units
When there are only two units, both unit holders must agree to achieve a special resolution [s 3(1)(b)].
When there are three units and the owner of each unit is entitled to 1 vote (as is the case for all residential strata corporations), a special resolution is achieved if the resolution is passed at a properly convened meeting of the strata corporation at which either no vote, or only 1 vote, is cast against the resolution [s 3(1)(b)].
Non-residential units
A strata corporation comprised of only non-residential units may decide by unanimous resolution to have the number of votes exercisable in respect of each unit equivalent to the unit entitlement of the unit [see s 34(2)].
Unanimous resolutions
A unanimous resolution is the same as a special resolution but passed without any dissenting vote, that is nobody must vote against the resolution. Any unit holder who does not attend (or send a proxy to vote), or attends and chooses not to vote, is not counted as a dissenting vote.
Unanimous resolutions are required when:
Note that, although a special resolution is required to make alterations or additions to a unit, a unanimous resolution is required if the alterations affect the boundaries of a unit or the common property. Any changes to unit or common property boundaries must be ratified in an amendment to the strata plan.
When a unanimous resolution is not obtained
Where a unanimous resolution is necessary but is not obtained, but the resolution is supported to the extent necessary for a special resolution, then a person included in the majority in favour of the resolution may apply to the Magistrates Court or the Supreme Court to have the resolution declared sufficient to authorise the particular act proposed [s 46].
Notice of an application to convert a special resolution to a unanimous resolution must be served on every person who was entitled to vote and did not, either in person or by proxy, vote in favour of the resolution. The court may also order that any other person the court declares to have a sufficient interest in the proceedings be served with notice of the application. The court may direct that any such persons be joined as a party to the proceedings [s 46].
| No. of units | No. at meeting1 | Quorum | Votes For | Votes Against | Abstain2 | 25% of possible votes3 | Ordinary Resolution | Special Resolution | Unanimous Resolution |
|---|---|---|---|---|---|---|---|---|---|
| 3 | 2 | Yes | 2 | 0 | 0 | n/a | Yes | Yes | Yes |
| 3 | 3 | Yes | 2 | 1 | 0 | n/a | Yes | Yes | No |
| 3 | 3 | Yes | 2 | 0 | 1 | n/a | Yes | Yes | Yes |
| 4 | 2 | Yes | 1 | 1 | 0 | 1 | No* | No | No |
| 4 | 2+1NF4 | Yes | 2 | 1NF | 0 | 1 | Yes | Yes | No |
| 7 | 4 | Yes | 3 | 1 | 0 | 1.75 | Yes | Yes | No |
| 7 | 7 | Yes | 5 | 2 | 0 | 1.75 | Yes | No | No |
| 8 | 5 | Yes | 4 | 1 | 0 | 2 | Yes | Yes | No |
| 11 | 5 | No | 2.75 | ||||||
| 11 | 5 | Yes** | 5 | 0 | 0 | 2.75 | Yes | Yes | Yes |
| 11 | 6 | Yes | 4 | 2 | 0 | 2.75 | Yes | Yes | No |
| 11 | 6 | Yes | 3 | 2 | 1 | 2.75 | Yes*** | No | No |
1. Including by proxy or remote communication.
2. Abstaining is not voting for or against the proposed resolution.
3. In order to pass a special resolution the number of votes cast against the resolution must be 25% or less. This rule does not apply to 3 unit strata corporations.
4. NF A non financial voter cannot vote on an ordinary or a special resolution but can vote on a unanimous resolution.
* Half the votes is not a simple majority and therefore the resolution is not passed. It cannot be a special resolution even though the vote against it was less than 25%.
** The quorum at a meeting adjourned for lack of quorum at a previous meeting is the number of owners who attend in person, by proxy or by remote communication.
*** The ordinary resolution is passed as only five owners choose to vote and 3/5 is greater than half the number who actually voted.
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