Resolutions on Items Not on the Assembly Agenda: Are They Valid?

It happens often during a condominium meeting: someone raises a matter that was not included in the notice of meeting and asks the assembly to vote on it right away. This is a delicate situation, because a resolution on a condominium assembly agenda item that was never properly listed risks being fragile, open to challenge by anyone who was absent, or even by someone present who could not adequately prepare on the issue being discussed. Understanding the limits of the agenda is therefore essential both for the property manager who drafts the notice and for the co-owners who take part in the meeting.

The function of the agenda

The agenda is not a formal detail of the meeting notice: it is a substantive guarantee for every co-owner. Each participant has the right to know in advance which topics the assembly will be asked to decide on, so they can weigh whether to attend personally, appoint a proxy, or gather information beforehand. A generic or incomplete agenda deprives co-owners of this possibility and undermines the very regularity of the assembly proceedings.

What case law says about off-agenda resolutions

Case law consistently holds that resolutions adopted on matters not included in the agenda suffer from a defect that makes them voidable, not automatically void from the start. This distinction has very significant practical consequences: a voidable resolution still produces its effects until it is successfully challenged before a court, while a void resolution has no effect from the outset and can be challenged at any time without deadline. Because this is a case of voidability, anyone wishing to contest the decision must act within precise deadlines.

Deadlines and who can challenge the resolution

Co-owners who were absent, dissenting or abstaining on that specific vote can challenge a resolution adopted outside the agenda. The deadline for filing a challenge runs from notification of the minutes for absent co-owners, and from the date of the assembly for those present who voted against or abstained. It is worth stressing that a co-owner who voted in favor of the resolution cannot later challenge it, since by voting they accepted both its content and the way it came about.

The exceptions: when an off-agenda resolution stays valid

Not every decision taken outside the agenda is automatically doomed to fail. Case law has identified some situations where the resolution remains valid even though the matter was not explicitly listed in the notice. The most common case is unanimity: if every co-owner is present at the assembly and no one objects to discussing the additional point, the formal defect loses relevance, because no one can claim that their right to advance notice was harmed.

• A fully attended assembly, with every co-owner present and no objection to discussing the point
• Matters closely connected and consequential to a point already on the agenda
• Decisions that are purely executive of a resolution already validly adopted earlier
• Postponement to a new meeting with the agenda properly updated

The property manager's role during the assembly

When an unlisted topic comes up during the meeting, it is the property manager's job to handle the situation correctly, warning the assembly of the risk that any resulting resolution could be voidable if they choose to vote on it anyway. The more prudent practice is simply to note the proposal in the minutes as a flag, postponing the formal decision to a subsequent, properly convened assembly with the matter listed on the agenda. This approach avoids future disputes and protects the validity of the decisions taken.

Drafting an agenda that reduces the risk

Many off-agenda resolutions originate from notices written too briefly or too generically, with catch-all items like other business that later get used to introduce substantive decisions. A well-drafted agenda states the subject of each point precisely, distinguishes between purely informational matters and matters that will be voted on, and reserves the other business item for minor topics only, with no possibility of taking binding decisions on them. This attention to drafting significantly reduces the risk of later challenges.

The practical consequences of annulment

If a resolution is actually annulled by a court because it concerned a matter outside the agenda, the assembly will have to be reconvened to decide the matter properly, with all the costs and delays that follow, especially when the decision concerned urgent works or expenses already committed. For this reason, prevention through a precise and complete meeting notice always remains the more efficient path compared to managing subsequent litigation.

A clear agenda does not limit the assembly, it protects it: every co-owner knows in advance what will be voted on, and the resolution holds up better against any future challenge.

Managing meeting notices, agendas and minutes correctly is one of the most delicate daily tasks for a property management firm, and having reliable digital tools makes a real difference. AmministraPro supports property managers in preparing complete meeting notices and keeping resolutions traceable: the dedicated features are described on the features page, while details on the available plans can be found on the pricing page.