Explain the difference between ordinary, special and unanimous resolutions
ELA
EstateIQ Legislative Assistant
In South African sectional title law, the Sectional Titles Schemes Management Act (STSMA) defines three types of resolutions that differ in the level of member support required and the type of decision being made:
1. Ordinary Resolution
Meaning: A decision made by a simple majority of votes (more than 50%) of members present or represented at a general meeting.
Use: Ordinary resolutions apply to routine or operational decisions, such as approving budgets, electing trustees, or adopting meeting minutes.
Example: Approving the annual administrative budget or electing trustees at the AGM.
(Ordinary resolutions are not defined in the Act itself but are applied under general meeting provisions in the Management Rules.)
2. Special Resolution – STSMA section 1(1)
Meaning: A resolution passed by at least 75% of votes, calculated both in value and in number, of members present or represented at a general meeting, or agreed to in writing by members holding at least 75% of all votes.
Use: Required for significant or non-routine decisions, such as:
- Borrowing money or granting servitudes (STSMA section 4(e) and 5(1)(g));
- Amending conduct rules (STSMA section 10(2)(b));
- Approving certain insurance matters or maintenance plans.
3. Unanimous Resolution – STSMA section 1(1)
Meaning: A resolution passed unanimously by all members present or represented at a meeting where:
- At least 80% of the total votes (both in value and number) are represented; and
- All votes cast are in favour,
or the resolution is agreed to in writing by all members.
Use: Required for major structural or ownership changes, such as:
- Selling or leasing part of the common property (STSMA section 5(1)(a));
- Changing management rules (STSMA section 10(2)(a));
- Approving changes to participation quotas or the use of sections in a way that affects all owners.
✅ Summary Table
| Type of Resolution | Minimum Support Required | Typical Use |
|---|---|---|
| Ordinary | >50% of members present/represented | Routine or administrative decisions |
| Special | ≥75% in both value and number (meeting or written) | Important management or financial decisions |
| Unanimous | 100% of members present or in writing (80% quorum) | Major legal, structural, or ownership changes |
References:
- STSMA section 1(1) (definitions of special and unanimous resolutions).
- STSMA sections 4–6, and section 10(2) (use of resolutions).
- Management Rules (Annexure 1) – voting procedures and meeting conduct.
ELL
EstateIQ Legal Lookup
📘 Legislative References
STSMA Section 1(1): Definitions
special resolution means a resolution
(a) passed by at least 75% calculated both in value and in number, of the votes of the members of a body corporate who are represented at a general meeting; or
(b) agreed to in writing by members of a body corporate holding at least 75% calculated both in value and in number, of all the votes;
STSMA Section 1(1): Definitions (continued)
unanimous resolution means a resolution
(a) passed unanimously by all the members of the body corporate at a meeting at which
(i) at least 80% calculated both in value and in number, of the votes of all the members of a body corporate are present or represented; and
(ii) all the members who cast their votes do so in favour of the resolution; or
(b) agreed to in writing by all the members of the body corporate.