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Electing a committee
By law, an owners corporation (formerly body corporate) with 10 or more lots must elect a committee at each annual general meeting. A committee is optional for those with less than 10 lots.
The old committee should only stand down when the new committee is elected. The old Chair conducts the election and stands down when the new chair is elected.
For more information about who is eligible for election and the duties of the committee.
Resolutions and notices
There are different types of resolutions that can be voted on in a ballot. Each requires a certain percentage of votes to pass the resolution. Voting by ballot must be carried out according to lot entitlements or lots.
The percentage of votes required to pass resolutions at a ballot relates to the total number of lots or lot entitlements, not to the percentage of owners who may attend a meeting or respond to a ballot.
A lot owner may own more than one lot and therefore may have more than one vote.
Types of resolutions
Unanimous resolution:
- must have the exact text set out on the notice of the meeting
- requires 100% agreement by lots (all owners or their proxies)
- is used for fundamental decisions, such as selling common property, buying land, or altering boundaries, lot entitlement and lot liability.
Special resolution:
- must have the exact text set out on the notice of the meeting
- requires agreement by owners or their proxies representing 75% of lots or in the case of a ballot or poll, 75% of lot entitlements
- is an ‘interim special resolution’that becomes a special resolution.
Interim special resolution
An interim resolution happens when there are not enough votes to carry a special resolution. It can happen two ways:
- Where a resolution has received at least 50% of total votes and where no more than 25% voted against it, or
- Where the vote is held at a general meeting, and there are not enough votes for a special resolution, but there is a quorum for the meeting, and there are no votes against.
The interim resolution can be acted on as if it was a special resolution if:
- a notice is sent to all lot owners within 14 days of the meeting, and
- within 29 days of the meeting, the secretary has not received a petition by owners or proxies representing 25% of the votes against the resolution. Download a copy of the Owners corporation petition (Word, 50KB).
In the case of non-compliance with the rules for interim special resolutions, this is a matter for VCAT.
Ordinary resolutions that cannot be delegated to a committee, manager or lot owner:
- require agreement by owners or proxies representing at least 50% of lots or lot entitlements
- is an ‘interim ordinary resolution’ if passed at a general meeting that does not have a quorum.
Interim ordinary resolutions:
Interim ordinary resolutions can be made when there is no quorum at a general meeting. The owners corporation manager may pass an interim resolution at a meeting if there are no lot owners present at the meeting.
The manager must not pass an interim resolution that:
- affects the contract of appointment of the manager, or
- involves an amount that is greater than 10% of the owners corporation annual budget for the year, or for the last year if the current budget has not been set.
To pass the interim resolution the owners corporation manager must:
- require a notice to be sent to all lot owners within 14 days
- can only be acted on after 29 days if no petition representing 25% of votes is received to call another meeting.
Download a copy of the Owners corporation petition (Word, 50KB).
An owners corporation may pass a resolution to amend or alter the owners corporation manager’s power to pass an interim resolution.
Ordinary resolutions that can be delegated to the committee, manager or lot owner:
- the delegate can make a decision without further consultation.
Voting by a show of hands
Any votes cast in a ballot must be based on one vote for each lot for ordinary resolutions and one vote for each unit of lot entitlement for special and unanimous resolutions.
Voting can take place by a show of hands, or by completing a form with the prescribed information or as otherwise resolved at the meeting.
An ordinary resolution is passed if a simple majority of votes cast at the meeting are in favour of the resolution.
To conduct a vote by a show of hands at an owners corporation meeting:
- the chairperson, secretary or manager will record attendances and may issue an Owners corporation voting card (Word, 34KB) to each lot owner or proxy entitled to vote
- the voting cards will be numbered and valid for that meeting only
- voting cards raised will indicate a vote in favour of a motion unless the meeting resolves otherwise
- a lot owner present in person or by proxy may vote in favour of a motion by raising the voting card
- the secretary will count the raised voting cards. The manager or a committee member may assist
- if the required number of votes is not achieved, the decision will be ‘interim’. A notice of interim ordinary resolutions and minutes of the meeting will be sent to the lot owners. The decision can only be acted on after 29 days if no petition has been received or a special general meeting has been called.
If a lot owner requires that a poll be taken before or after the vote is taken for an ordinary resolution, then the vote in the poll will be based on one vote for each unit of lot entitlement. This does not apply to special or unanimous resolutions.
If the vote count is deadlocked
The chairperson has the casting vote if the:
- count is equal
- required votes have been obtained
- chairperson is a lot owner or is authorised to vote on behalf of a lot owner as a proxy.
The vote will be deemed not to have passed if the chairperson does not exercise that right.
Sample voting instructions – voting by a show of hands
Making your vote:
- You will be given a voting card for each lot you own.
- Voting cards will be issued to each lot owner or proxy entitled to vote.
- The voting cards will be numbered and will be valid for this meeting only.
- You may vote in favour of a motion by raising the voting card/s.
- The secretary will count the voting cards.
- The owners corporation manager or a committee member may assist the secretary to count the voting cards.
Postal ballots
Giving notice of the ballot
A lot owner calling for a ballot must give written notice of the business or proposed motion to the secretary.
The owners corporation secretary must give at least 14 days’ written notice before the closing of the ballot.
The notice of a ballot must:
- state the closing date of the ballot
- include a ballot paper with the text of any resolution to be voted on in the ballot
- set out the date that it was sent and the date upon which it must be received by the secretary
- state that the lot owner has a right to appoint a proxy
- explain how to submit ballot papers
- include a self-addressed envelope for return of the ballot paper
- state what to do if the ballot papers are incomplete
- provide the secretary’s contact details for returns and any queries about the ballot.
Download the Notice of ballot to owners corporation committee members (Word, 45KB).
Download the Notice of ballot to owners corporation lot owners (Word, 47KB).
The ballot
- Only business set out in the notice of ballot will be considered in the ballot.
- Ballot papers must be completed by a lot owner, or a person holding a proxy or power of attorney of a lot owner. Download our:
- The ballot fails if the owners corporation receives a petition, representing at least 25 per cent of all lot entitlements, to amend the motion or against the motion. Download the Owners corporation petition (Word, 50KB)
- If at least 50% of the votes received support an ordinary resolution, the resolution is passed.
- Voting by ballot on a special resolution must be carried out according to lot entitlements. If the special resolution is passed as an ‘interim decision’, a notice of the interim decision and minutes of the meeting must be sent to lot owners within 14 days. The decision can only be acted on after 29 days if no petition has been received. Download the Owners corporation petition (Word, 50KB)
Collecting ballot papers
- The secretary must call a meeting of the committee within seven days of the of the ballot closing, to record the outcome of the voting.
- The secretary shall provide a ballot box for receiving the ballot papers.
- Any ballot paper received after the closing time of the postal ballot will be informal regardless of the time of posting or the manner of delivery.
Proxies in decision-making
If you cannot attend a meeting, you can appoint a trusted person to represent you. This person ‘holds your proxy’ and their vote is counted as yours.
You may authorise a person in writing to act as your proxy to:
- attend, speak or vote on your behalf at an owners corporation meeting
- vote on your behalf in a ballot
- represent you on the owners corporation committee.
To nominate a proxy, you must complete the prescribed Owners corporation proxy (Word, 54KB) and deliver it to the owners corporation secretary.
A proxy will lapse 12 months after the form is delivered, unless an earlier date is specified.
It is illegal for a person to coerce or require you to give your proxy.
Restrictions on proxy voting
From 21 December 2021, restrictions on proxy voting came into effect.
A person must not vote as a proxy on a resolution at a meeting:
- on behalf of more than one lot owner if there are 20 or fewer occupiable lots,
- or on behalf of more than 5% of the lot owners if there are more than 20 occupiable lots.
These restrictions do not apply if the lot owners the person is authorised to vote for are members of the person’s family, or if other exceptions prescribed in the Owners Corporations Regulations 2018 apply.
Voting instructions - written ballot by facsimile or email
How to vote:
- complete the ballot paper as instructed
- attach any relevant document such as the completed proxy form, certified copy of the power of attorney or appointment of an authorised company representative
- by closing time of the postal ballot:
- fax the completed ballot paper and relevant documents to the secretary, or
- scan and email the completed ballot paper and relevant documents to the secretary
- any ballot paper received by the secretary after the closing time of the postal ballot will be informal regardless of the time of posting or manner of delivery.
Download the Owners corporation ballot instructions (Word, 58KB).
Electronic voting - circulating resolution
A circulating resolution is a document that is sent to lot owners electronically. Each lot owner states their vote in the document before sending it on to the next lot owner.
The resolution passes on the day and time when the document is completed by a lot owner whose vote achieves the required majority.
Circulating resolutions are enabled under the Electronic Transactions (Victoria) Act 2000, which provides for electronic alternatives to the need for a signature and are available for voting by ballot because the approved ballot forms must be signed by lot owners.
Every circulating resolution passed must be entered in the minutes of the next meeting as soon as practicable.
Counting ballot papers - ordinary resolution at a meeting or ballot
The committee can decide whether a:
- ballot paper or any necessary supporting document has been received before or after the ballot closed
- proxy is valid
- power of attorney has been validly executed or whether the person holding the power of attorney can vote
- company representative has been validly appointed
- certified copy of a power of attorney provides the existence of the power of attorney
- ballot paper is formal or informal.
If the required number of votes has not been achieved, the decision will be an ‘interim decision’. A notice of interim ordinary resolutions and minutes of the meeting will be sent to the lot owners.
Download our sample Notice of owners corporation interim ordinary resolutions (Word, 47KB).
An interim decision can only be acted on after 29 days if no petition has been received or a special general meeting has been called. Download the Owners corporation petition (Word, 50KB)
The chairperson has the casting vote if the:
- count is equal and
- required votes have been obtained
- chairperson is a lot owner or proxy of a lot owner.
Counting of ballot papers - special resolution at a meeting or ballot
The committee has the power to make the same decisions as it can for an ordinary resolution.
A special resolution:
- succeeds if 75% of votes or lot entitlements are in favour of the motion
- fails if 50% of votes or lot entitlements are against the motion
- is an interim special resolution if:
- 50% of votes or lot entitlements are in favour of the motion, or
- there is a quorum for the meeting and no votes are taken against the resolution.
A notice of interim special resolution and minutes of the meeting must be sent to lot owners within 14 days of the ballot closing. The decision can only be acted on after 29 days if no petition has been received. Download the Owners corporation petition (Word, 50KB).
Download our sample Notice of owners corporation interim special resolution (Word, 47KB).
The special resolution fails if the secretary receives, within 29 days of the ballot closing, a petition from lot owners holding more than 25% of the total votes for all the lots affected by the owners corporation. Download the Owners corporation petition (Word, 50KB).
Decision-making in inactive owners corporations
If a matter voted on at a general meeting requires a special resolution, but does meet those requirements, it is taken to be passed as an interim special resolution, if there is a quorum and there are no votes against the matter.
An owners corporation manager may pass an interim resolution at a general meeting if no lot owner is present (whether in person or by proxy).
The manager must not pass an interim resolution that:
- affects their contract of appointment
- involves an amount greater than 10% of the owners corporation’s annual budget for the current or previous year.
An owners corporation may, by ordinary resolution, exclude or alter the power of the manager to make an interim resolution.