Willem Johannes Louw
08 Jun 2026
Understanding ordinary, special and unanimous resolutions, when they are required, and how they are validly adopted in sectional title schemes.
Introduction
All body corporate decisions are taken by member resolutions.
A proposed resolution must be voted on and decided by ordinary, special or unanimous resolution, each of which have different requirements and consensus levels.
The Sectional Titles Schemes Management Act of 2011 (the ‘STSM Act’) and its prescribed rules require that some decisions be taken by special resolution, while others require a unanimous resolution. When neither the STSM Act nor the scheme’s rules require a special or a unanimous resolution, members take the decision by ordinary resolution.
Below are examples of decisions that the sectional title legislation specifically requires a special or unanimous resolution to authorise:
1 When is Special Resolution required:
1.1 Legal & Financial
Sue the developer
Insure against additional risks
Borrow money
Pay member trustees
1.2 Property & Section Changes
Purchase or otherwise acquire units
Approve section extensions
Approve a reasonably necessary improvement, if a meeting is requested
Approve body corporate installation of pre-paid meters on common property
1.3 Rules & Rights
Cancel registered exclusive use rights
Approve servitudes or restrictive agreements
Make or change conduct rules
Create and confer exclusive use rights in terms of a conduct rule
Make rules altering vote values or contribution liability (which also requires written consent from any owner adversely affected)
1.4 Contracts & Operations
Lease common property to owners and occupiers for periods less than ten years
Hold general meetings outside municipal areas
Appoint an executive managing agent
Cancel management contracts on two months' notice
2 When is Unanimous Resolution required:
2.1 Property & Common Property Changes
Alienate parts of common property
Lease parts of common property for more than ten years
Extend the period in which the developer has the right to extend the scheme
Approve common property improvements that are not reasonably necessary
2.2 Exclusive Use Rights
Create and confer registered exclusive use rights
Create and confer exclusive use rights in terms of a management rule
2.3 Rules & Management
Make or change the management rules
2.4 Financials & Structural Crises
Distribute compensation for common property expropriation if someone says a distribution according to the participation quota is unfair
Decide that the buildings should be considered destroyed
Authorise rebuilding or transfer of interests when the buildings are destroyed
Allow body corporate lending
3 Two ways of taking resolutions
All types of resolutions can be taken either at a general meeting of the body corporate, or in writing, and there are different requirements for each method as summarised later below.
3.1 Calculating votes in ‘number’ and ‘value’
The legislation provides for two different ways of calculating votes and specifies when one or both of these must be taken into account for the purposes of passing a specific resolution.
3.1.1 In number: When votes are counted ‘in number’ each body corporate member is counted once irrespective of the number of units they own in the scheme. [s 6(7) STSM Act]
3.1.2 In value: When votes are counted ‘in value’ the default position is that the votes are calculated according to the participation quota (‘PQ’) attached to each section. So, if one person owns four sections, the PQs of those four sections must be added together and the total will be the value of his/her vote.
However, if the developer or the body corporate has made a section 11(2) rule that varies the effect of the PQ for the purposes of calculating vote values, then the provisions of that rule apply instead of the PQ. [s 6(6) STSM Act]
4 Resolutions taken at a general meeting of the body corporate:
4.1. Ordinary Resolution
4.1.1 Procedural Requirements
Notice period: At least 14 days' written notice must be given of every general meeting. This applies whether it is a special or an annual general meeting. [PMR 15(1)]
Urgent notice exception: Meeting can be called on 7 days' notice if the trustees resolve that the matter is urgent. [PMR 15(7)]
Short notice exception: Meeting can be called on less than 14 days' notice if all persons entitled to attend agree in writing. [PMR 15(7)]
Delivery to members: Notice must be delivered to members at their service addresses (the primary section address unless changed via written notice to the BC). [PMR 15(6)(a) & PMR 4(5)]
Delivery to others: Notice must be delivered to other entitled persons at the most recent address they provided in writing. [PMR 15(6)(b)]
Quorum (Under 4 primary sections): Two-thirds of the total votes in value. [PMR 19(2)]
Quorum (4 or more primary sections): One-third of the total votes in value. [PMR 19(2)]
Quorum presence: At least two persons must be physically present or represented. [PMR 19(2)]
Developer quorum restriction: The value of the developer's votes is excluded when establishing a quorum. [PMR 19(2)]
Consensus level: Simple majority (more than 50% of the value of the votes cast).
4.1.2 When This Resolution Is Required
Standard operations: Used for all day-to-day body corporate decisions that do not explicitly require a special or unanimous resolution by law.
4.2 Special Resolution
4.2.1 Procedural Requirements
Notice period: At least 30 days' written notice must be given unless the scheme's rules specify a shorter period. [s6(2) STSM Act]
Urgent notice exception: Meeting can be called on 7 days' notice if the trustees consider the situation urgent*. [PMR 15(7)]
Short notice exception: Meeting can be called on less than 14 days' notice if all persons entitled to attend agree in writing. [PMR 15(7)]
Notice inclusions: The notice must explicitly specify the proposed text of the resolution. [s6(2) STSM Act]
Delivery methods: May be delivered by hand, or by pre-paid registered post to the member's section or chosen SA postal address. [s6(3) STSM Act]
Quorum: Standard ordinary quorum applies (as set out under the Ordinary Resolution section).
Consensus level (Number): 75% in number of the members present/represented (each member has one vote). [s 1 STSM Act]
Consensus level (Value): 75% in value of the votes cast must be in favour. [s 1 STSM Act]
Delay requirement: If passed where the quorum is less than 50% of the total value of all members scheme-wide, implementation must wait 7 days. [PMR 20(9)]
Delay exception: Trustees can bypass the 7-day wait if immediate action is needed for safety or to prevent significant loss/damage. [PMR 20(9)]
Reconsideration request: The BC must hold a special general meeting to reconsider if members holding 25% in value request it in writing within those 7 days. [PMR 20(9)]
4.2.2 When This Resolution Is Required
Legal operations: To sue the developer.
Legal operations: To appoint an executive managing agent.
Legal operations: To cancel management contracts on two months' notice.
Financial management: To borrow money.
Financial management: To insure against additional risks.
Financial management: To pay member trustees.
Rules & rights: To make or change conduct rules.
Rules & rights: To cancel registered exclusive use rights.
Rules & rights: To approve servitudes or restrictive agreements.
Rules & rights: To create and confer exclusive use rights in terms of a conduct rule.
Rules & rights: To alter vote values or contribution liability (requires additional written consent from any owner adversely affected).
Property usage: To purchase or otherwise acquire units.
Property usage: To approve section extensions.
Property usage: To lease common property to owners/occupiers for periods less than ten years.
Property usage: To approve a reasonably necessary improvement (if a meeting is requested).
Property usage: To approve body corporate installation of pre-paid meters on common property.
Logistics: To hold general meetings outside municipal areas.
4.3. Unanimous Resolution
4.3.1 Procedural Requirements
Notice period: Same 30 days' notice and delivery framework as a special resolution.
Quorum requirement: Raised to 80% in both number and value of all BC members scheme-wide (present or represented). [s 1 STSM Act]
Consensus level: 100% of the members who cast their votes must vote in favour.
Adverse effect restriction: If the resolution has an unfairly adverse effect on any specific member, it is ineffective unless that member consents in writing within 7 days. [s 6(8) STSM Act]
4.3.2 When This Resolution Is Required
Property alienation: To alienate parts of the common property.
Property alienation: To lease parts of the common property for more than ten years.
Property alienation: To extend the period in which the developer has the right to extend the scheme.
Property alienation: To approve common property improvements that are not reasonably necessary.
Exclusive rights: To create and confer registered exclusive use rights.
Exclusive rights: To create and confer exclusive use rights in terms of a management rule.
Governance: To make or change the management rules.
Financial structural interventions: To allow body corporate lending.
Financial structural interventions: To distribute compensation for common property expropriation if a member claims the participation quota distribution is unfair.
Disaster management: To decide that the buildings should be considered legally destroyed.
Disaster management: To authorise rebuilding or transfer of interests when the buildings are destroyed.
*The trustees must not resolve to this shorter 7-day notice period in regard to a meeting referred to in PMR 29(2) (approving a 'reasonably necessary' common property alteration at a requisitioned meeting) OR PMR 29(4) (authorising the installation of separate pre-paid water or electricity meters).
5 Resolutions taken in writing (aka by ‘round robin) by the body corporate:
Type | Requirement |
· Ordinary | Requires 100% of body corporate members to waive their right to a general meeting and consent to the resolution in writing, according to prescribed management rule 17(9). |
· Special | Must be agreed to in writing by members holding at least 75% of the total value and number of votes, per s 1 of the STSM Act. |
· Unanimous | Requires written agreement from all members of the body corporate, per s 1 of the STSM Act. |
6 Excluded Votes
A body corporate member is not entitled to vote for ordinary resolutions if:
They refuse to pay to the body corporate any amount due by that member after a court or adjudicator has given a judgment or order for payment of that amount. [PMR 20(2)(a)] Note: a member is not disenfranchised simply because they are in arrears, it is only if legal action has successfully taken place and despite the adjudication order or judgment the member continues to refuse to pay. Or,
A member persists in breach of any of the scheme’s conduct rules after a court or adjudicator has ordered that the member refrain from such breach. [PMR 20(2)(b)] Again, this disenfranchisement only applies if there is an adjudication order or judgment in place and the member continues in breach.
In addition, the value of the votes of any sections registered in the name of the body corporate must be considered abstentions. [PMR 20(3)]
(Article reference: Paddocks Press: Volume 17, Issue 11).