Resolution With a Wrong Quorum: What Happens to Validity

A resolution approved with a wrong quorum, that is, without reaching the majorities required by Article 1136 of the Italian Civil Code or with a wrong count of owners and thousandths (millesimi), is voidable: an owner who was absent, dissenting or abstaining may challenge it before the court within thirty days. It is not void, because the defect concerns the procedure for forming the will and not the object or individual rights. Knowing the constitutive and deliberative quorums precisely is therefore the first defence against challenges, because most errors arise from a wrong calculation or from applying the wrong majority to the matter at hand.

Constitutive quorum and deliberative quorum: two different things

Two thresholds must be distinguished. The constitutive quorum is the one needed for the meeting to be validly convened, that is, able to meet at all. The deliberative quorum is the one needed for a given decision to be approved. An error can hide in either: a meeting convened without the minimum quorum cannot resolve anything; a decision taken without the required deliberative majority is defective even if the meeting was properly convened.

The thresholds change between first and second call and vary by matter. That is why the same number of votes may be sufficient for an ordinary decision and insufficient for one requiring a qualified majority.

The Article 1136 majorities

The basic scheme set by Article 1136 is as follows:

• On first call the meeting is validly convened with the participation of owners representing two thirds of the value of the building and a majority of the condominium participants.
• On first call, resolutions approved by a number of votes representing a majority of those present and at least half the value of the building, equal to five hundred thousandths, are valid.
• On second call the meeting is validly convened with the attendance of owners representing one third of the value of the building and one third of the participants.
• On second call a resolution is valid if approved by a majority of those present with a number of votes representing at least one third of the value of the building.
• Some decisions always require a majority of those present and at least half the value of the building, for example the appointment and removal of the manager or lawsuits exceeding their powers.

To these are added the qualified majorities for improvements and particular matters, where the value threshold rises, for example to two thirds of the value of the building for the improvement works under Article 1120, first paragraph. Applying the ordinary threshold to a matter requiring a higher one is among the most frequent errors.

The most common counting errors

Many quorum defects come not from ignorance of the thresholds but from clerical calculation errors. Some recur often: counting as present an owner who left before the vote; adding up the thousandths of those present incorrectly; treating as valid the votes of owners in a conflict of interest who should have abstained; counting proxies incorrectly, for example exceeding the limits; or minuting an outcome that does not match the votes actually cast. Each of these errors can lead to declaring approved a resolution that in fact lacked the majority.

Consequences and challenge deadlines

A quorum defect makes the resolution voidable under Article 1137. The absent, dissenting or abstaining owner must challenge it within thirty days: the deadline runs from the date of the resolution for dissenting and abstaining owners present, and from communication of the minutes for absent owners. If no entitled party acts within the deadline, the resolution consolidates and becomes binding even if the count was wrong. Someone who voted in favour, on the other hand, is generally not entitled to challenge for procedural defects.

Minuting the quorum in a verifiable way

The best proof that a resolution was correctly approved is minutes that report, for each item, those present with their thousandths, the votes in favour, against and the abstentions, and the quorum reached. Detailed minutes let anyone reconstruct the calculation and reduce room for pretextual challenges. With AmministraPro the manager records attendance, proxies and thousandths and gets the quorum count in real time during the meeting, with structured minutes documenting each outcome. The features for meetings, attendance and minutes are described on /funzioni and the plans on /prezzi.