General meeting majorities: counting the votes without making mistakes

The chair announces “carried”, and you redo the sum in your head: with all those abstentions, really? Or you are preparing the meeting and do not know whether the planned works need an absolute majority or two thirds. General meeting majorities and voting rules decide the fate of every item, and a resolution adopted with the wrong majority can be annulled by the justice of the peace (vrederechter / juge de paix).

The Civil Code does not have one majority but four, plus a quorum and several limits on proxies. Everything is in Articles 3.87 and 3.88, which apply in Flanders just as they do in Brussels. It is best to have them in mind before you open the meeting.

Can the meeting deliberate? Two ways to reach the quorum

Before voting, the general meeting (GM) must be able to deliberate. If you are the one keeping the attendance list, this is the first thing to check. The quorum is assessed at the start of the meeting, and there are two ways of reaching it (Art. 3.87, § 5).

The first requires a double condition: more than half of the co-owners present or represented, holding between them at least half of the sharesGlossaryTerm used by the Civil Code for the fraction of the common parts attached to each unit, also called quotités. It is set in the deed of division according to the respective value of the private parts and determines each co-owner's number of votes at the general meeting. See the glossary in the common parts. The second looks only at shares: the meeting may also validly deliberate if the co-owners present or represented hold more than three quarters of the shares, however many of them there are.

Take a ten-unit building, including a large apartment that accounts for 40% of the shares. If that owner and three neighbours attend, they are four out of ten: the first condition fails. If together they hold more than 75% of the shares, the meeting can still deliberate thanks to the second rule.

If neither quorum is reached, a second general meeting is held after at least fifteen days. It deliberates regardless of the number of people present and their shares. It must be convened in the usual way; see the page on the general meeting notice.

How many votes does each co-owner carry?

Each co-owner has a number of votes corresponding to their share in the common parts (Art. 3.87, § 6). Voting is therefore not “one unit, one vote”. The shares are set out in the deed of division (acte de base / basisakte); the page on the deed of division and co-ownership regulations explains how to find them.

Two adjustments apply.

When the co-ownership regulations place the charges for a common part on certain co-owners only, for example a lift serving just one wing, only those co-owners vote on decisions concerning those charges. Each then votes in proportion to their share of those charges, provided the decision does not affect the joint management of the co-ownership.

These rules mean you need to know, for each decision, the list of units concerned. Prepare it before the meeting from the co-ownership regulations: on the day itself, it is hard to recalculate the votes for only some of the units.

Above all, the Civil Code caps the weight of a dominant co-owner. Nobody may take part in the vote, even as a proxy holder, with a number of votes greater than the total votes held by the other co-owners present or represented. An owner holding 60% of the shares can therefore never impose a decision alone if the other co-owners are present or represented.

Absolute majority, two thirds, four fifths, unanimity: which threshold for which decision?

The absolute majority, the default rule

Decisions of the general meeting are taken by an absolute majority of the votes of the co-owners present or represented, unless the law requires a qualified majority (Art. 3.87, § 8). That covers appointing the syndic and approving the accounts or the budget. Works required by law and protective works and acts of provisional management are also voted on by an absolute majority (Art. 3.88, § 1, 1°, b).

Two thirds

A two-thirds majority of the votes is required for (Art. 3.88, § 1, 1°):

• any amendment to the statutes that concerns only the enjoyment, use or management of the common parts;
• all works affecting the common parts, except works required by law and protective works;
• the value of contracts above which competitive tendering is mandatory;
• subject to specific reasons being given, the association carrying out works on certain private parts, for technical or economic reasons.

Four fifths

A four-fifths majority of the votes is required in particular for (Art. 3.88, § 1, 2°): any other amendment to the statutes, including the allocation of charges; changing the use of the building or part of it; rebuilding or restoration after partial destruction; acquiring property intended to become common; acts of disposal of common property; dividing a unit or merging units; the complete demolition and rebuilding of the building, in particular for reasons of health or safety.

Unanimity

Unanimity of the votes of all co-owners is required for any change to the allocation of co-ownership shares (Art. 3.88, § 3). Exception: when the general meeting decides, by the required qualified majority, on works, the division or merger of units or acts of disposal, it may change the shares by the same majority if that change is necessary.

If unanimity fails only because some co-owners are absent, a new general meeting is held after at least thirty days, and the decision may be taken there unanimously by those present or represented (Art. 3.88, § 4).

For works, the page on co-ownership building works explains how to choose between these thresholds depending on the nature of the project.

How to count: abstentions and a worked example

Abstentions, spoilt and blank votes are not treated as votes cast when calculating the majority (Art. 3.87, § 8). The majority is therefore calculated on the votes for and against only. Our view: counting an abstention as a vote against is the mistake that most directly distorts a result, as item A below shows. You avoid it by announcing, before each vote, the required majority and how votes will be counted.

In item A, 4,200 votes in favour out of 6,600 votes cast gives 63.6%. That is enough for an ordinary decision, not for works to the common parts. Had the abstentions been counted as votes against, the result would have fallen to 49.4% and the ordinary decision would have been wrongly rejected.

Be careful with unanimity. It covers the votes of all co-owners, not just those present: a single absence is enough to block it, hence the rule of a new meeting after thirty days.

Proxies and conflicts of interest: the legal limits

Any co-owner may be represented by a 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, whether or not a member of the meeting (Art. 3.87, § 7). The proxy names the proxy holder. It may be general or specific and is valid for one meeting only, unless it is a notarial proxy.

Nobody may accept more than three voting proxies. A proxy holder may nevertheless receive more if the total of their own votes and those of the co-owners they represent does not exceed 10% of the total votes allocated to all the units. The syndic may never act as a co-owner's proxy holder.

The Civil Code also excludes people with a conflict of interest. Anyone mandated or employed by the owners' association (VME/ACP), or providing services to it under any other contract, may not take part, in person or by proxy, in deliberations and votes on the task entrusted to them (Art. 3.87, § 9). In practice, a co-owner whose company already maintains the building under contract does not vote on that contract, and a volunteer syndic who is also a co-owner does not vote on their own mandate.

Each vote must then be recorded in the general meeting minutes. If a majority has been miscalculated, the remedy is described on the page on challenging a general meeting decision. For the overall picture, go back to the page on the co-owners' general meeting.