"An Attorney near me" - Cape Town legal concierge
lawyer@capetownlawyer.co.za or WhatsApp

Sectional Title Resolution Thresholds: Trustee, Ordinary, Special & Unanimous Resolutions

Before signing a contract, ceding an exclusive use area, or transferring Body Corporate property, verify that the correct statutory resolution was passed - a decision taken at the wrong threshold is void from the outset.

In a South African sectional title scheme, the Body Corporate does not have an individual mind of its own; it acts strictly through formal resolutions passed by its trustees or its members (unit owners) in accordance with the Sectional Titles Schemes Management Act 8 of 2011 (STSMA) and the Prescribed Management Rules (PMRs).

Because different actions affect property rights to varying degrees, the STSMA establishes four distinct tiers of resolutions: Trustee Resolutions, Ordinary Member Resolutions, Special Resolutions, and Unanimous Resolutions. Using a trustee resolution where the Act requires a special or unanimous resolution of members renders the transaction unlawful and unenforceable.

Summary Comparison: The 4 Sectional Title Resolution Tiers

• 1. Trustee Resolution
  • Who votes: Elected trustees of the Body Corporate (one vote per trustee).
  • Threshold: Simple majority (more than 50%) of trustees present at a quorate trustee meeting (50% of trustees, minimum 2), or signed in writing by a majority of all trustees.
  • Notice period: 7 days written notice to all trustees (unless urgent).
• 2. Ordinary Member Resolution
  • Who votes: Members (owners) in good standing (voting calculated by Participation Quota / value).
  • Threshold: Simple majority (more than 50% in value) of votes cast by members present or represented at a quorate general meeting (typically 33.33% of total PQ value).
  • Notice period: 14 days written notice.
• 3. Special Resolution
  • Who votes: Members (counted both in value [PQ] and in number of sections).
  • Threshold: At least 75% in both value (PQ) and number of the votes of members who are represented at a quorate general meeting; OR agreed to in writing by members holding at least 75% in both value and number of all the votes in the scheme.
  • Notice period: 30 days written notice specifying the proposed special resolution (unless urgent and shortened by trustee resolution under PMR 15(7)).
• 4. Unanimous Resolution
  • Who votes: Members (counted in value and number).
  • Threshold: Passed by 100% of all members present/represented at a general meeting where at least 80% of all members (in both value and number) are present or represented (with abstentions counted as votes in favour); OR agreed to in writing by 100% of all members in the scheme (personally or by proxy).
  • Notice period: 30 days written notice specifying the proposed unanimous resolution.

1. Trustee Resolutions (Day-to-Day Scheme Management)

In terms of Section 7(1) of the STSMA, the functions and powers of the Body Corporate must, subject to the provisions of the Act, the rules, and any restriction imposed or direction given by the members at a general meeting, be performed and exercised by the trustees holding office.

How a Trustee Resolution is Passed (PMR 11 & PMR 14)

• At a Trustee Meeting: A quorum at a trustee meeting is 50% of the number of trustees, but never less than 2 trustees (PMR 13(1)). Every trustee has one vote, and questions are decided by a majority of votes of the trustees present and voting.
• By Round-Robin (Written Resolution): Under PMR 14(4)(b), a trustee resolution is also valid if a text of the proposed resolution is delivered to all trustees and a majority of all the trustees sign to indicate their support before the expiry date specified in the notice.
• Mandatory Disqualification for Conflict of Interest: Under PMR 14(2), a trustee is strictly disqualified from voting on (and must not be present for the vote on) any contract or litigation with the Body Corporate in which the trustee has any direct or indirect personal financial interest.

Decisions That Can Be Taken by Trustee Resolution

• Appointing contractors for routine maintenance and budgeted repairs;
• Raising a special levy under PMR 21(3)(a), strictly where the expense is both necessary and cannot reasonably be delayed until the next AGM budget;
• Authorising two trustees (or one trustee and the managing agent) to sign transfer documents, contracts, or powers of attorney under PMR 10(1) pursuant to a valid transaction; and
• Instructing attorneys to collect arrear levies.

2. Ordinary Member Resolutions (50% + 1 in Value)

Any decision of the Body Corporate at an Annual General Meeting (AGM) or Special General Meeting (SGM) that does not require a special or unanimous resolution under the STSMA or the rules is decided by an ordinary resolution (PMR 20(1)).

How an Ordinary Resolution is Passed

• Quorum (PMR 19): In a scheme with more than 4 primary sections, a quorum consists of members entitled to vote and holding at least one-third (33.33%) of the total votes in value (Participation Quota). If a quorum is not present within 30 minutes, the meeting stands adjourned to the same day the next week, where the members present form a quorum.
• Voting by Value (PQ): Under Section 6(6) of the STSMA, votes on an ordinary resolution are calculated strictly in value (according to the Participation Quota of each owner's section), not one vote per section.
• Disqualification for Arrear Levies: Under PMR 20(2), a member is not entitled to vote on an ordinary resolution if they fail or refuse to pay the Body Corporate any amount due after a court judgment or CSOS adjudication order has been granted against them, or if they persist in the breach of any Conduct Rule after written notice. (Note: This disqualification applies only to ordinary resolutions - an owner in arrears can still vote on special and unanimous resolutions).

Decisions Requiring an Ordinary Resolution

• Approving the Administrative Fund and Reserve Fund budgets at the AGM;
• Approving the 10-year Maintenance, Repair and Replacement Plan (MRRP);
• Electing trustees and determining the number of trustees for the ensuing year;
• Appointing the scheme's auditor;
• Approving the installation of pre-paid utility meters (after 60 days written notice under PMR 29(3)); and
• Imposing restrictions or giving binding directions to the trustees under Section 7(1) of the STSMA.

3. Special Resolutions (75% in Value and Number)

A special resolution is required for major structural, financial, or rule-changing decisions that go beyond day-to-day management but fall short of altering fundamental ownership rights.

How a Special Resolution is Passed (Section 1(1) of the STSMA)

A special resolution can be passed in either of two ways:

1. At a General Meeting (75% of those present/represented): Passed by at least 75% calculated both in value (PQ) and in number of the votes of the members of the Body Corporate who are represented (in person or by proxy) at a general meeting convened on at least 30 days' written notice specifying the proposed special resolution.
   • The 50% Quorum Safeguard (Section 6(9) STSMA): If a special resolution is passed at a general meeting where the members present/represented hold less than 50% of the total value (PQ) of all members in the scheme, the special resolution may not be implemented for 1 week. Within 7 days of the meeting, members holding at least 25% of the total value of all sections may demand a fresh SGM to reconsider the resolution.
2. By Written Round-Robin (75% of the entire scheme): Agreed to in writing by members holding at least 75% calculated both in value and in number of all the votes in the entire Body Corporate (no meeting required).

Decisions Requiring a Special Resolution

• Amending, substituting, adding to, or repealing the scheme's Conduct Rules (Section 10(2)(b) STSMA, subject to CSOS approval);
• Creating or amending rule-based Exclusive Use Areas inside the Conduct Rules under Section 10(7)(b) of the STSMA;
• Cancelling a registered Section 27 Exclusive Use Area by Notarial Deed of Cancellation under Section 27(5) of the Sectional Titles Act;
• Approving a owner's proposal to extend the boundaries or floor area of a section (Section 5(1)(h) STSMA / Section 24 STA);
• Purchasing or otherwise acquiring, taking transfer of, mortgaging, selling, giving transfer of, or hiring/letting movable or immovable units for the Body Corporate where authorised under Section 4(b) and Section 5(1);
• Borrowing money required for the performance of the Body Corporate's functions (Section 4(e) STSMA);
• Entering into a short-term lease of part of the common property to an owner or occupier (for less than 10 years) under Section 5(1)(a) of the STSMA;
• Approving reasonably necessary alterations or improvements to the common property (if an owner requests a meeting following notice under PMR 29(2));
• Appointing an Executive Managing Agent (PMR 28(1)) or cancelling a managing agent's contract on 2 months' notice (PMR 28(7)); and
• Suing the developer in respect of the scheme (Section 2(7)(e) STSMA).

4. Unanimous Resolutions (100% Consent / 80% Quorum)

A unanimous resolution is the highest statutory hurdle in South African property law. It is reserved for acts that fundamentally alter property rights, alienate common property, or change the core governance rules of the scheme.

How a Unanimous Resolution is Passed (Section 1(1) & Section 6(8) STSMA)

A unanimous resolution can be achieved in one of two ways:

1. At a General Meeting (80% Quorum + Zero Votes Against): Passed at a general meeting convened on 30 days' written notice specifying the proposed unanimous resolution, at which:
   • At least 80% of all the members of the Body Corporate (calculated both in value and in number) are present or represented; and
   • All the members who cast votes vote in favour (under Section 6(8) of the STSMA, every member present or represented who abstains from voting is deemed to have voted in favour of the unanimous resolution).
   • However, if the unanimous resolution adversely affects the proprietary rights or powers of any member as owner, that specific member must additionally give their written consent before the resolution is regarded as passed (Section 6(8) proviso).
2. By Written Round-Robin (100% of All Owners): Agreed to in writing by all (100%) of the members of the Body Corporate personally or by proxy.

Decisions Requiring a Unanimous Resolution

• Alienating (Selling) or Letting Common Property: Directing the Body Corporate on its behalf to alienate common property or any part thereof, or to let common property on a long-term lease (10 years or longer) under Section 5(1)(a) of the STSMA and Section 17 of the Sectional Titles Act;
• Amending the Management Rules: Substituting, adding to, amending, or repealing the scheme's Management Rules (Section 10(2)(a) STSMA, subject to CSOS approval);
• Creating Registered Section 27 Exclusive Use Areas: Authorising the delineation and registration of real-right Exclusive Use Areas on the sectional plan under Section 5(1)(f) of the STSMA and Section 27(2) of the STA (or creating rule-based EUAs inside the Management Rules under Section 10(7)(a));
• Luxurious (Non-Necessary) Improvements to Common Property: Effecting alterations or improvements to the common property that are not reasonably necessary (PMR 29(1));
• Changing the Levy Liability Formula: Making rules under Section 11(2) of the STSMA that modify the Participation Quota (PQ) formula for how owners contribute to levies or vote (which additionally requires the written consent of any owner who is adversely affected); and
• Destruction of the Building: Deciding whether to rebuild or terminate the scheme upon deemed destruction of the building under Section 17 of the STSMA.

What If a Lone Owner Unreasonably Blocks a Special or Unanimous Resolution? (Section 6(9) STSMA & CSOS Relief)

Because a single dissenting voter at a meeting can defeat a unanimous resolution (and a 26% bloc can defeat a special resolution), the STSMA and the Community Schemes Ombud Service Act 9 of 2011 (CSOS Act) provide a statutory safety valve:

• Section 6(9) of the STSMA: If a Body Corporate is unable to obtain a unanimous or special resolution, any member or the Body Corporate may approach the Chief Ombud of CSOS for relief.
• Section 39(4)(d) of the CSOS Act: An adjudicator may grant an order declaring that a motion for a resolution considered by a general meeting of the Body Corporate was not passed because of unreasonable opposition by an individual owner, and ordering that the resolution be given effect as originally proposed (or with variations).

Case Law Warning: Transferring Body Corporate Property Without Resolutions (Lee v C.H Body Corporate)

What happens when a sitting trustee and a conveyancer completely bypass the statutory resolution process? In the landmark Full Bench judgment of Lee and Another v C.H Body Corporate [2026] ZAGPJHC 1285, a sitting trustee purchased a flat owned by the Body Corporate (along with exclusive use rights to Parking Bay P81 and two common property rooms) for R1 million in her personal capacity.

When a fellow unit owner interdicted a Special General Meeting called 6 years later to retroactively "ratify" the sale and forced the production of the conveyancing file, the Johannesburg High Court found that the transaction failed at every single level of governance:

1. Zero Member Resolution: No resolution of the members was ever passed authorising the disposal of the unit or the exclusive use areas;
2. Zero Valid Trustee Resolution & Disqualification: The trustee claimed she had simply reached an agreement with the former chairperson. As an interested party, she was disqualified from voting on any contract with the Body Corporate, and no untainted trustee resolution existed;
3. No Unanimous Member Condonation of Fiduciary Breach: Under Section 40(4) of the Sectional Titles Act, a trustee's breach of fiduciary duty (self-dealing) could only be cured by the written approval of all (100%) of the members of the Body Corporate who were cognisant of all the material facts - which was never obtained;
4. Defective Signing Under Management Rule 10(1) (Rule 27): Only a single fellow trustee signed the sale agreement and Power of Attorney to pass transfer, violating the mandatory rule requiring two trustees (or one trustee and the managing agent) backed by an authorising resolution; and
5. False Section 15B(3) Certificate: The conveyancer lodged a Section 15B(3) certificate confirming all monies due to the Body Corporate had been paid, despite the trustee paying off the purchase price in instalments for 10 months after registration.

The Full Bench upheld the order compelling the trustee to transfer the unit and Parking Bay P81 back to the Body Corporate, confirmed the referral of the conveyancer to the Legal Practice Council (LPC), and upheld the punitive attorney-and-client costs order against the conveyancer out of his own pocket (de bonis propriis).

Conveyancing Checklist: Verifying Body Corporate Resolutions

Whenever a Body Corporate is a party to a contract, servitude, cession, or property transfer, the conveyancing attorney must insist on receiving and retaining on file:

• A certified copy of the signed Member Resolution (Ordinary, Special, or Unanimous, as required by the STSMA) together with proof that the 14-day or 30-day statutory notice and quorum requirements were met;
• A certified copy of the signed Trustee Resolution passed in terms of PMR 10(1), confirming that no conflicted trustee participated in the vote under PMR 14(2); and
• The Power of Attorney and Deed of Sale signed strictly by two trustees, or by one trustee and the managing agent, in accordance with PMR 10(1).

Book Conveyancer

Property transfer & sale Info

Sellers of property & buyers, speak to a property lawyer before you hire an estate agent!

• The property transfer process in South Africa - protect your interests.
• Conveyancing lawyers in Cape Town
  • Checklist to help you identify the best conveyancer near you.
  • Bellville conveyancing attorneys
  • Blouberg conveyancing attorneys
  • Milnerton conveyancing attorneys
  • Pinelands conveyancing attorneys
  • Tableview conveyancing attorneys
• Transfer costs calculator for property anywhere in South Africa
  • Can I negotiate transfer costs?
  • Transfer attorney fees
    • Fixed fee conveyancing in South Africa.
    • Understanding the various conveyancing costs.
    • Conveyancing quote
    • New conveyancing fees from 27 May 2024
    • Deeds office fees 29 Feb 2024.
    • Law Society conveyancing fees 2023
    • Law Society conveyancing fees 2024
    • Conveyancing fees 2025
    • Conveyancing fees 2026
    • Bond attorney fees
  • Transfer Duty calculator
  • Deceased estate property transfer costs
• Deeds Registries Act.
• Servitudes
  • Usufruct Agreement on Property in South African law
    • Usufruct value calculator (only one in South Africa)
• Land conveyancing
• Transfer attorney vs bond attorney.
• Commercial Property:
  • Transferring property as a going concern.
  • Commercial Property conveyancing quote
• Marriage/Divorce-related:
  • How to transfer property from husband to wife (or vice-versa) while still married.
    • Donation of property agreement not followed through.
    • When property is erroneously in your spouse's name.
    • "Protection" of fixed property using a trust.
    • Conveyancers conduct the transfer of property ownership between spouses.
    • Liquidator to sell property & divide proceeds as part of divorce.
• Property sales
  • Use conveyancer to guide your private property sale.
  • Instead of using real estate agents rather use professional lawyers to sell your property.
  • Urgent house sale.
  • How to check whether an estate agent is licensed.
  • Example of a property sales agreement.
  • FLISP Housing subsidies.
  • Property Practitioner's Act.
  • Code to guide conduct of property practitioners.
• Property purchases
  • Sectional title conveyancing
  • Scams property purchasers should watch out for.
  • Home loan repayments calculator.
  • Unsigned offer to purchase has no legal standing.
• Terminology
  • Arranging lodgement
  • Compliance certificates
  • Conveyancer's certificate
  • Deed of Sale
  • Deeds officer examiner
  • Existing bonds
  • FICA documents
  • Levy clearance certificate
  • Offer to purchase
  • Property sale agreement
  • Property search
  • Rates clearance certificate
  • Statement of account
  • Suspensive condition
  • Title deed
  • Transfer documents

Conveyancing & property transfer discussion forum

Note that this is a public forum - exercise caution before acting on info and use at own risk. No information on this website should be acted on without first consulting with a lawyer. Do not share private details here.