Failure to call the annual meeting: the consequences

A condominium manager who fails to call the annual owners' meeting to approve the accounts commits a serious irregularity in management. Article 1130 of the Italian Civil Code requires the manager to call the meeting annually to approve the accounts, and Article 1129 lists failure to call among the conduct that justifies judicial removal, which even a single owner may seek. The omission also deprives owners of control over the management and can give rise to the manager's liability.

The duty to call the annual meeting

Calling the meeting is not discretionary. The manager must convene the meeting at least once a year to submit the accounts for approval, and must call it whenever owners representing the minimum share provided by law so request, as well as when the manager deems it necessary. The call must be made in the forms and with the notice periods set by Article 66 of the implementing provisions of the Italian Civil Code, stating the agenda, the place and the time. Compliance with these rules is the condition for the ensuing resolution to be valid.

Why it is a serious irregularity

Article 1129 of the Italian Civil Code lists certain conduct that constitutes, among others, serious irregularities in management. These include failure to call the meeting to approve the accounts within the deadlines, and more generally the attitude of one who makes it impossible for owners to exercise control. The reason is clear: without a meeting there is no approval of the accounts, no verification of the management, no possibility to resolve the necessary works. A manager who does not call the meeting paralyses the life of the condominium.

Judicial removal

Where a serious irregularity occurs, Article 1129 allows each owner to apply to the court for removal of the manager, without having to wait for a decision of the meeting. Recourse to judicial removal is a tool designed precisely for deadlock situations, in which an idle manager does not call the meeting that could remove them. Removal ordered by the court for serious irregularities also has effects on the possibility for the same person to be reappointed in that condominium.

What owners can do

• Serve a written formal notice on the manager to call the meeting within a deadline.
• Call the meeting directly where the law allows, with the required share of owners.
• Seek judicial removal for serious irregularity in the event of persistent inertia.
• Document requests left unanswered, useful in judicial proceedings.
• Consider judicial appointment of a new manager where the condominium is required to have one.

Defective notice and voidable resolution

Alongside failure to call there is the case of defective notice. If a person entitled to attend is not summoned, or the notice is given without the required advance period or without the agenda, the resolution adopted is voidable on challenge by the prejudiced owner. This too exposes the manager to liability, because a resolution annulled for a notice defect must be redone, with costs and delays. Care in identifying all those entitled and in complying with the deadlines is therefore an integral part of the required diligence.

How to avoid the omission

Prevention is simple but requires method. The manager must keep a schedule that flags in good time the deadline for calling the annual meeting, an up-to-date list of those entitled with contact details for the notice, and proof that it was sent within the deadlines. Keeping delivery receipts is essential to demonstrate, in the event of a dispute, that the notice was proper. Automating these steps drastically reduces the risk of oversights.

With AmministraPro the manager handles notices with a schedule of meetings, an up-to-date register of those entitled and tracked sending of notices, keeping proof of the regularity of the procedure. The features are described on the /funzioni page and the plans on the /prezzi page.