Owner's conflict of interest when voting at the meeting

An owner's conflict of interest when voting arises when, on a given agenda item, the individual's personal interest conflicts with the common interest of the condominium. The law does not absolutely prohibit that owner from voting, but the resolution is voidable if their vote was decisive in reaching the majority and the decision harmed the condominium. The practical test used by judges is the so-called resistance test: it checks whether, removing the conflicted vote, the majority would still have been reached.

What is a conflict of interest at the meeting

A conflict exists when the owner brings to the meeting a personal interest that is distinct from and opposed to that of the community, on a specific resolution. Recurring examples are the owner who is also a supplier or contractor of the condominium and votes on awarding the work to themselves, the owner who votes on a lawsuit the condominium has against them, or someone with a personal interest in how a cost is allocated. The conflict always relates to the single item: the same owner can vote freely on every other matter where their interest coincides with the common one.

Must the owner abstain?

The duty of fairness suggests that the conflicted owner should abstain from voting on the specific item. However, there is no rule declaring a vote cast in a conflict void or invalid in itself: the consequence arises only if that vote was decisive and the resolution is harmful to the condominium. Abstention remains the most prudent course, because it avoids exposing the resolution to the risk of annulment and shields the owner from disputes. Whoever chairs the meeting may invite abstention, but cannot exclude the owner from voting.

The resistance test on the quorum

The mechanism used to assess the weight of the conflicted vote is the resistance test. In practice the conflicted owner's vote is subtracted from the count and it is checked whether the majority required by Article 1136 of the Italian Civil Code would still have been reached with the remaining votes. If the majority holds even without that vote, the resolution survives and is not voidable for the conflict. If, on the other hand, removing that vote means the majority is lost, then the conflicted vote was decisive and the resolution is voidable on challenge by anyone with an interest.

Voidable, not void

It is important to distinguish: a resolution adopted with the decisive vote of the conflicted owner is voidable, not void. The difference is substantial. A voidable resolution produces effects until it is annulled by the court, and can be challenged only by owners who were absent, dissenting or abstaining, within the thirty-day deadline set by Article 1137 of the Italian Civil Code. If no one challenges it in time, the resolution consolidates and remains valid. Anyone wishing to rely on the conflict must therefore act promptly.

Who can challenge and within what deadline

The challenge belongs to owners who did not contribute to forming the flawed majority: those absent, dissenting and abstaining. The deadline is thirty days, running from the date of the resolution for dissenting and abstaining owners who were present, and from delivery of the minutes for absent owners. Before going to court it is possible, and often advisable, to attempt mediation, which is mandatory in condominium matters. Recording the conflict position and the voting result in the minutes helps the assessment of the resistance test.

How to prevent the risk

• Identify the agenda items where an owner has a personal interest.
• Invite the conflicted owner to abstain on the single item.
• Note in the minutes the conflict position and the voting result.
• Check that the quorum holds with the resistance test.
• Remember the thirty-day deadline for any challenge.

Keeping quorums and the weight of each vote under control, based on the thousandths (millesimi), is the key to understanding whether a conflicted vote was decisive. Management software automatically calculates majorities and lets you simulate the resistance test by subtracting a vote, as well as producing minutes that precisely record the outcome. AmministraPro integrates these tools into meeting management: you can see them on the features page and assess the plans in the pricing section.