Practical guide
How to Record Votes For, Against and Abstentions
Correctly recording the outcome of every vote is what makes the minutes a reliable and defensible document. It is not enough to write that a resolution was approved: it is necessary to state how many voted for, against and how many abstained, with their millesimi, and to report the names of the dissenters and of the absentees. This need also arises from the time limits for challenge, which run differently for absentees and dissenters under Article 1137 of the Italian Civil Code. Generic minutes make it hard to prove the majorities and to establish who may challenge the resolution. This guide explains what to record and how, with a numeric example.
What the minutes must report for each resolution
- Number and millesimi of the votes in favour
- Number, names and millesimi of the owners against
- Number, names and millesimi of those who abstained
- Names of the owners absent at that point of the vote
- Indication of the matter and of the threshold applied
- Outcome: resolution approved or rejected
Why names are needed, not just numbers
Article 1137 of the Italian Civil Code allows absent owners and those who dissented or abstained to challenge resolutions contrary to the law or to the regulation within a time limit that runs from the notice or from the approval. For this reason the minutes must allow one to distinguish who was absent, who voted against and who abstained: these are the categories entitled to challenge.
Reporting only the total of those in favour and declaring the resolution approved is not sufficient. Without the names of the dissenters and the absentees, it becomes difficult to establish the challenge deadlines and to demonstrate the regularity of the vote.
Recording those in favour and the millesimi
For each resolution, record the number of votes in favour and the sum of their millesimi. These are the data compared with the deliberative threshold: the majority of those present and the millesimi required by the matter and the call.
It is useful to state those in favour precisely even when they are a clear majority, because the number and millesimi in favour are the basis on which approval is declared. If a resolution passes by a narrow margin, these data are the main proof of its validity.
Recording those against and abstaining, with names
The owners against must be listed by name, with their millesimi. The same applies to those who abstain. An abstention is neither a favourable nor a contrary vote: the owner is present and counts towards the constitutive quorum, but their weight is not added to those in favour.
Distinguishing those against and those abstaining is important also because both categories, together with the absentees, are among the parties who may challenge the resolution. A clear list avoids ambiguity over who expressed dissent and who merely abstained.
An example of recording
A meeting with 9 present for 820 millesimi, an ordinary resolution on second call. Five owners vote in favour for 500 millesimi, 2 against for 200 millesimi, 2 abstain for 120 millesimi. The check: 5 plus 2 plus 2 makes 9 present, and 500 plus 200 plus 120 makes 820 millesimi, consistent with those present.
The resolution is approved because it has the majority of those present, 5 out of 9, and exceeds 333.33 millesimi. In the minutes, the outcome is written, the two against and the two abstaining are listed by name, and any owners absent at that point of the session are noted.
Recording votes with management software
Transcribing names and millesimi by hand for each item is the phase where most errors nest, especially in long meetings. With AmministraPro the secretary selects, for each resolution, those in favour, against and abstaining among those present, and the system calculates sums and millesimi and generates the nominal list in the minutes.
This produces a complete document, with for, against and abstained already distinguished, ready for communication to the owners. The minute-taking features and the available plans are described on the /funzioni and /prezzi pages.
Frequently asked questions
Is it mandatory to state the names of the dissenters?
Reporting the names of those against, those abstaining and the absentees is strongly advised because it serves to identify who is entitled to challenge the resolution under Article 1137 and to make the deadlines run correctly. Minutes that state only the total in favour make it hard to reconstruct these positions and weaken the proof of regularity.
Does an abstention count as a vote against?
No. An abstention is neither a favourable nor a contrary vote. The abstaining owner is present and contributes to the constitutive quorum, but their millesimi are not added to those in favour. A high number of abstentions can prevent reaching the threshold of favourable millesimi needed to approve the resolution.
Why must the sum of votes match those present?
Because each person present falls into a single category: for, against or abstained. The sum of these three categories must equal the number of those present, and the sum of their millesimi must equal the millesimi present. If the figures do not add up, there is a counting error that must be corrected before proclaiming the outcome.
What to record if an owner leaves during the meeting?
If an owner leaves the session before a vote, for that item they must be treated as absent and their millesimi do not count. It is useful to note in the minutes the time of departure, because attendance can vary from one item to another of the agenda and this affects the quorum count for each resolution.
Must the minutes state the matter of the resolution?
Yes, it is advisable. Stating the matter allows the correct deliberative threshold to be identified, which varies between ordinary matters, innovations and decisions with reinforced majorities. Without this indication it is hard to verify whether the resolution reached the required quorum, and the document is less solid in case of a dispute.
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