Missing the GM: proxy or remote attendance?

The notice of meeting has arrived, and the date is bad: a trip, a holiday, a meeting you cannot move. In the envelope, a proxy form is waiting for your signature. In whose name should you sign it? And if the notice also includes a video-conference link, is it better to log in?

You actually have three options: entrust your vote to someone, attend remotely if the notice allows it, or let the general meeting (GM) decide without you. We set them side by side, criterion by criterion. The rules come from article 3.87 of the Civil Code and are the same throughout Belgium, in Flanders as in Brussels.

Proxy, remote or absent: the three options in one table

Let's start with the overview. Each row answers a question you are probably asking yourself as you hold the notice.

The proxy is the only option open in every case. Remote attendance is truer to your intention, but it depends on a choice made by whoever convenes the meeting. As for absence, it costs more than you might think: the sections below explain why.

Who should hold your proxy?

Whoever you like, or nearly. The proxy holder does not have to be a member of the general meeting (art. 3.87, § 7, Civil Code). A neighbour on your floor, your partner, your tenant, an adult child or a friend can therefore vote for you. The text sets only one formal requirement: the proxy (volmacht / procuration)GlossaryDocument by which a co-owner arranges to be represented at the general meeting by a proxy holder named personally. No one may accept more than three proxies unless their own votes and those of the co-owners they represent do not exceed 10% of the total, and the syndic may not act as proxy holder. See the glossary names the proxy holderGlossaryPerson, whether or not a member of the general meeting, who represents a co-owner at the meeting under a proxy naming them personally. No one may accept more than three proxies, subject to the 10% of votes exception, and the syndic may not act as proxy for a co-owner. See the glossary. A signed form with no name, left for whoever wants to fill it in, does not meet that condition.

Two people should be ruled out. First the property manager (syndic), who may never act as a co-owner's proxy holder, even if they kindly offer. Then anyone with a conflict of interest: a person who is mandated or employed by the owners' association (VME/ACP), or who provides services to it under contract, does not vote, either personally or by proxy, on the task entrusted to them (art. 3.87, § 9). The co-owner whose company maintains the gardens cannot carry your vote on renewing that contract.

Our reading: choose someone who will stay until the end of the meeting and who knows the building. A well-meaning relative who does not know the files will vote your instructions to the letter, and be at a loss at the first surprise.

One special case deserves a line. If ownership of your unit is split, for example between a usufructuary and a bare owner, those concerned appoint a proxy holder between them to vote (art. 3.87, § 1). Sort this out before the notice arrives, not on the morning itself.

A proxy can be general or specific. A general proxy lets your proxy holder vote as they see fit on every item. A specific proxy sets your vote item by item. Beyond the single legal requirement, we advise including:

• your name, your unit number and the address of the building;
• the full name of the proxy holder, and possibly that of a substitute if they cannot attend;
• the date of the meeting concerned, since the proxy is valid for that meeting only, unless it is notarised;
• for each important agenda item, your instruction: for, against or abstain;
• what to do if a proposal is amended during the meeting;
• the date and your signature.

Take a typical case, built for the example: a twelve-unit building in Leuven, with renovation of the façade on the agenda and three quotes attached. You instruct your proxy holder to vote for the cheapest quote. At the meeting, the chosen contractor has withdrawn its offer and the meeting is discussing a fourth quote. With no instruction for that case, your proxy holder does not know what to do. One sentence is enough to settle it: "if a proposal is amended, abstain", or on the contrary "free vote".

Three proxies per person, and never more votes than everyone else combined

The Civil Code limits what a single proxy holder can carry. Nobody may accept more than three voting proxies. The exception: a proxy holder may receive more if the total of their own votes and those of the people they represent does not exceed 10 % of the total votes allocated to all the units (art. 3.87, § 7).

A second limit is added. Nobody may vote, even as proxy holder, for a number of votes greater than the sum of the votes of the other co-owners present or represented (art. 3.87, § 6). Collecting the proxies of a whole floor therefore does not let anyone lay down the law.

These ceilings concern you directly. If the person you have chosen already holds three proxies, yours may be excluded at the count, or make the vote open to challenge. Ask them before you sign. An irregular proxy is in fact one of the grounds on which challenging a GM decision before the justice of the peace can be based. How majorities are calculated is explained in the page on voting rules and majorities.

What is remote attendance worth when the notice provides for it?

It counts as being present. Since the Act of 20 December 2020, article 3.87, § 1, of the Civil Code provides that co-owners attend the meeting in person or, if the notice provides for it, remotely. You follow the debates, ask your questions and vote yourself. No instructions to write, no intermediary.

This is the option we prefer whenever it exists, for a simple reason: a general meeting never goes quite as the agenda suggests. A quote is replaced, a co-owner brings new information, the discussion clears up an obscure point. Remotely, you can take that into account. By proxy, you voted the day before.

Three reservations all the same:

1. The option depends entirely on the notice. If it says nothing about it, do not count on a link sent at the last minute.
2. A connection that drops at the moment of a vote costs you that vote. Test the platform before the meeting and keep a phone within reach.
3. Your identification and the recording of your vote must be organised, so that the minutes show whether you voted against or abstained.

If the stakes are high and you doubt your connection, choose the proxy: it does not depend on any network. The page on organising a general meeting explains what the syndic must arrange on their side.

And if you do nothing?

You will be neither present nor represented. Your shares do not count towards the quorumGlossaryMinimum attendance required for the general meeting to deliberate validly: more than half of the co-owners holding at least half of the shares, or co-owners holding more than three quarters of the shares. Failing that, a second meeting held at least fifteen days later deliberates without any quorum requirement. See the glossary, which is calculated on the co-owners present or represented at the start of the meeting (art. 3.87, § 5). If too many co-owners make the same choice, the meeting cannot deliberate, and a second meeting is called at least fifteen days later. That one deliberates whatever the number of people present. Your absence therefore delays the decision, it does not prevent it.

And the decision taken binds you, just as it binds those who voted against. If it seems irregular to you, the action for annulment must be brought within four months of the date of the meeting (art. 3.92, § 3, of the Civil Code). The minutes reach you no later than thirty days after the meeting: you then have a little over three months left to react.

There is one case where absence weighs heavily: unanimity. When it is required, for example to change how shares are allocated, a single absence is enough to make it fail. A new meeting is then held at least thirty days later, and the decision can be taken there by unanimity of those present or represented (art. 3.88, § 4).

Our verdict depending on your situation

The notice provides for remote attendance and you are available at the time set: log in. It is the only option where your vote follows the debate.

You cannot follow the meeting, or the notice provides for nothing: give a specific proxy, with your instructions on the items that matter to you and a rule for amended proposals. Choose a proxy holder who will stay until the end, who does not already hold three proxies, and who is neither the syndic nor a service provider to the building.

You will attend in person but a file is beyond you, for example technical works: you can be assisted by someone, an architect or a lawyer, provided you inform the syndic by registered post at least four working days before the meeting (art. 3.87, § 1).

Do nothing? We never advise it when an item affects you directly. Signing a proxy takes five minutes, and challenging a decision takes months.