Amending the Condominium Bylaws: What Majority Is Required

Amending the condominium bylaws is one of the topics that generates the most uncertainty among property managers and unit owners, because the majority required is not fixed: it depends on the nature of the existing bylaws and on the content of the clause being amended. Before bringing such an item to the assembly it is essential to understand which type of bylaws are in place, because using the wrong majority almost guarantees that the resolution will be challenged.

Assembly bylaws and contractual bylaws

Italian condominium bylaws (regolamento di condominio) can arise in two distinct ways, and this origin determines their legal nature. Assembly bylaws are those approved by the assembly with the ordinary majorities set out in Article 1136 of the Civil Code: they govern the use of common areas, the functioning of condominium bodies, and expense allocation according to the millesimal tables. Contractual bylaws, on the other hand, are those drafted by the original developer or seller and accepted by every owner in their individual purchase deeds, or approved unanimously by the assembly: they can contain clauses that limit the rights of individual owners, such as restrictions on the intended use of units.

The majority required to amend assembly bylaws

When amending bylaws of an assembly nature, the majority required is the same as for the original approval: a majority of those present representing at least half the value of the building on first call, or a majority of those present representing at least one third of the building's value and one third of the participants on second call. This is the same threshold used for the most significant ordinary administration resolutions, and no unanimous consent is needed, provided the amended clause does not affect any owner's real property rights.

Why contractual clauses require unanimity

The situation is different for clauses of a contractual nature, which limit owners' powers over their exclusive property or grant particular rights to one or more owners over common areas. In these cases, case law consistently requires the consent of every owner, expressed either unanimously at the assembly or through individual acts of acceptance, because a qualified majority cannot override rights that are contractual rather than merely regulatory in nature. A resolution passed by majority on such a clause is voidable at the request of anyone who did not consent.

How to tell a regulatory clause from a contractual one

The practical distinction is not always straightforward and must be assessed case by case based on the substance of the clause, not its formal placement in the text. Provisions that govern the orderly use of common property, the hours during which shared spaces may be used, or the procedures for convening the assembly are generally regulatory. Clauses that prohibit certain activities within private units, that create easements in favor of or against specific units, or that depart from the legal expense allocation criteria set out in Articles 1123 and following of the Civil Code are, instead, contractual.

The agenda and how the proposal is worded

An amendment to the bylaws must always be expressly listed on the assembly agenda, with wording precise enough to let every owner assess the scope of the proposal in advance. Best practice is to attach the text of the proposed amendments to the notice of convocation, or at least a precise reference to the bylaws articles concerned, avoiding generic wording such as a general revision of the bylaws, which risks making the resolution void for lack of proper notice.

The property manager's role in the amendment process

The property manager plays an important role in steering the bylaws amendment process correctly: verifying in advance the nature of the clauses involved, informing the assembly of the majority required, and drafting minutes that accurately record the outcome of the vote, including abstentions and dissenting votes. Sound preparatory work drastically reduces the risk of later challenges, which on the topic of majorities are among the most common disputes in condominium litigation.

Registration and enforceability against third parties

Finally, it is worth remembering that a bylaws amendment, to be enforceable against an owner's successors, such as the buyer of a unit, must follow the same publicity rules as the original bylaws: if it contains clauses limiting real property rights, registration in the land registry is what guarantees its enforceability over time. Otherwise a new owner might not be bound by the amendment if unaware of it at the time of purchase.

Managing these steps correctly, from checking the nature of each clause to wording the agenda and recording the resolution, requires tools that keep track of every stage in an orderly way. AmministraPro supports property managers throughout this process with features dedicated to document and assembly management for condominiums: the features page describes how, and the pricing section outlines the plans available for firms of every size.