Ordinary, Special, and Written Resolutions Explained

Your AGM votes to change a by-law, and it passes seven to two. Six months later an owner challenges it — a by-law change needed a special resolution, and on the numbers it never actually got up. The decision is void, and everything built on it goes with it. The trap here isn't turnout or process; it's that a strata scheme doesn't make every decision the same way. Some motions pass on a simple majority. Some need a supermajority. Some can be decided without a meeting at all. Getting the category wrong — and therefore the threshold wrong — is one of the quietest ways a self-managed committee undoes its own work. This guide explains the three kinds of resolution, when you need each, and how to count the votes so the result holds.

The three ways a strata scheme makes a decision

Almost every binding decision a scheme makes is one of three types of resolution:

• Ordinary resolution — the default. A simple majority carries it. Most day-to-day business — approving the budget, striking levies, electing the committee, engaging a contractor — runs on ordinary resolutions.
• Special resolution — a higher bar for higher-stakes decisions. The threshold is a supermajority (commonly three-quarters, measured differently in each state), and it's reserved for things that change the scheme's rules or its common property — by-law changes, significant alterations, and similar.
• Written resolution — a decision made without holding a meeting, by circulating the motion to owners (sometimes called a resolution without a meeting, a circulating resolution, or a flying minute). Useful for a single urgent question between meetings, but hedged with strict conditions.

The legislation decides which category a given motion falls into — you don't get to pick the easier one. If the Act says a decision requires a special resolution, an ordinary majority won't validly make it, no matter how lopsided the vote.

Why it matters to you

• The wrong threshold voids the decision. A by-law "passed" by ordinary majority when it needed a special resolution is not a weak decision — it's not a decision at all, and it can be set aside long after everyone assumed it was settled.
• How you count changes the result. A vote counted as one-per-lot can pass while the same vote counted by unit entitlement fails (and vice versa). Knowing which method applies before you call the vote is the difference between a clean result and a disputed one.
• It's what the minutes have to prove. The minutes should record the type of resolution, the numbers for and against, and that the required majority was reached — see writing minutes that hold up. Vague minutes are where challenges start.

Ordinary resolutions: the default

An ordinary resolution passes on a simple majority — more votes in favour than against. This is the workhorse. Unless the legislation specifically demands more, a motion is decided by ordinary resolution.

What runs on an ordinary resolution

Most of the business of a self-managed scheme, including:

• Adopting the annual budget and striking ordinary levies
• Electing the committee and appointing office-holders
• Approving routine maintenance and engaging contractors
• Approving the financial statements
• Most spending from the administrative fund within budget

How the majority is counted

This is where "simple majority" hides some detail:

• Votes cast, not total lots. An ordinary resolution generally counts the votes actually cast — in person and by proxy. Owners who don't attend and don't appoint a proxy usually aren't counted either way (Victoria is a notable exception; see below).
• One vote per lot — usually. On a show of hands, each lot typically carries one vote, regardless of how many people own it or how large the lot is. Jointly owned lots nominate a single voter.
• Until someone calls a poll. Most states let an owner demand a poll, which recounts the same motion by unit entitlement (the lot's share of the scheme) instead of one-per-lot. A motion that passes on a show of hands can fail on a poll if the larger lots vote the other way. Knowing a poll can be called — and by whom — matters on any contentious motion.
• Financial standing counts. In most states an owner who is unfinancial (behind on levies) isn't entitled to vote on ordinary resolutions. Chasing arrears before a meeting protects the vote as well as the cash — see chasing overdue levies fairly.
• A tie doesn't carry. "More for than against" means a tied vote fails. Some schemes give the chair a casting vote; many don't, so don't assume it.

Special resolutions: the higher bar

A special resolution requires a supermajority, and it's reserved for decisions that reach beyond routine administration into the scheme's rules and fabric. The exact threshold — and, crucially, what it's measured against — is where the states diverge most, so this is the section to check against your own Act every time.

What typically needs a special resolution

The categories are broadly consistent nationally, even where the wording differs:

• Making, changing, or repealing by-laws
• Significant alterations or additions to common property
• Changing the way lot entitlements are used to calculate contributions (in some states)
• Certain dealings with common property (leasing, granting rights)
• Some borrowing or large, out-of-the-ordinary expenditure

A handful of the most serious decisions — winding up the scheme, some entitlement changes — can require an even higher unanimous resolution (no votes against) or a resolution without dissent. Treat any motion that touches the scheme's structure as a "check the Act first" motion.

The other states and territories — South Australia, Tasmania, the ACT and the Northern Territory — follow the same pattern: a supermajority for by-laws and major common-property decisions, an even higher bar for the most serious matters, and an ordinary majority for everything else. The fractions and the way they're measured differ, so confirm the figure in your scheme's Act.

Written resolutions: deciding without a meeting

Sometimes a single decision can't wait for the next scheduled meeting — a quote expires, an insurance renewal falls due, an urgent repair needs sign-off. A written resolution lets the scheme (or its committee) decide a motion by circulating it to the people entitled to vote, collecting their responses, and passing it without anyone gathering in a room. Depending on the state it's called a resolution without a meeting, a circulating resolution, a vote outside a meeting, or informally a "flying minute".

How they work

The mechanics are consistent even though the detail varies:

1. Circulate the exact motion in writing to everyone entitled to vote, with enough information to decide.
2. Give a response period. Owners (or committee members) return their vote by a stated deadline, usually in writing.
3. Count against the required threshold. The same majority rules apply as if the vote were taken at a meeting — an ordinary matter needs the ordinary majority, and a matter that would need a special resolution still needs that supermajority.
4. Record it in the minutes. A written resolution is minuted like any other decision, noting that it was made without a meeting and recording the vote.

The catch

Written resolutions are convenient, but the conditions are stricter than people expect, and this is where they come unstuck:

• Some states require unanimity for out-of-meeting decisions. In several jurisdictions a resolution passed without a meeting must be agreed by every person entitled to vote — one silent non-responder can defeat it. Don't assume a simple majority of the replies is enough.
• Committee decisions and general-meeting decisions have different rules. A committee voting between meetings by email is not the same as the owners passing a general-meeting resolution in writing. Some matters are reserved to a general meeting and can't be decided by a committee flying minute at all.
• Non-responses aren't "yes". Silence is not agreement. Where a written resolution needs unanimous or a high threshold, an owner who ignores the email counts as not in favour.
• Big decisions usually can't go this way. Anything needing a special or unanimous resolution is often impractical (or not permitted) out of a meeting. Use written resolutions for clear, contained questions — not contested or structural ones.

Check your Act (and your scheme's own rules) for whether out-of-meeting voting is available and what majority it needs before you rely on it for anything that matters.

How to count the votes correctly

More resolutions are challenged over counting than over process. A few principles apply across all three resolution types:

• Know your counting method before you call the vote. One-per-lot on a show of hands, unit entitlement on a poll or special resolution — decide which applies to this motion first, then vote.
• Confirm who's entitled to vote. Unfinancial owners are usually excluded. Joint owners cast one vote between them. A validly appointed proxy votes in the owner's place — and a directed proxy must be voted as instructed.
• Count for, against, and abstentions separately. For an ordinary resolution you compare for against against. For a special resolution measured against all lots (as in Victoria), abstentions and absences matter. Record all three.
• State the result against the threshold. Don't just minute "carried". Minute the numbers and that they met the required majority — "Special resolution: 6 for, 1 against (by unit entitlement, opposition below 25%) — carried." That single line is what defends the decision later.

Common mistakes

1. Passing a by-law change by ordinary majority

The classic. A by-law amendment needs a special resolution; a simple majority doesn't make it, however one-sided the vote. The change is void, and often nobody notices until it's enforced and challenged.

2. Not knowing a poll can be called

Running a show-of-hands vote (one per lot), announcing the result, and being blindsided when an owner demands a poll counted by unit entitlement — which flips the outcome. On any contentious motion, know in advance whether a poll can be called and by whom.

3. Treating no-shows and abstentions as neutral everywhere

In states where a special resolution is measured against all lots (Victoria), an owner who doesn't vote is effectively a "no". Assuming only the votes in the room count is how a special resolution quietly falls short.

4. Assuming a written resolution passes on a simple majority

Deciding a matter by email between meetings and counting the replies like a normal vote — when the state requires unanimous agreement for out-of-meeting resolutions. One non-responder defeats it, and the "decision" isn't one.

5. Minuting "carried" and nothing else

Recording the outcome without the resolution type or the numbers. When the decision is questioned, there's no record that the correct majority was reached — so the vague minute becomes the weak point. Record type, tally, and threshold met.

Frequently asked questions

What's the difference between an ordinary and a special resolution?

An ordinary resolution passes on a simple majority (more for than against) and covers routine business. A special resolution needs a supermajority — commonly around three-quarters, measured differently by state — and is reserved for higher-stakes decisions like changing by-laws or altering common property.

Which decisions need a special resolution?

Typically making or changing by-laws, significant alterations or additions to common property, and certain dealings with common property. The exact list is set by your state's Act, and the most serious matters can need a unanimous resolution or resolution without dissent. Check before you assume an ordinary majority is enough.

Can we make a decision without holding a meeting?

Often yes — via a written resolution (a resolution without a meeting / circulating resolution). You circulate the motion, collect written votes by a deadline, and apply the same majority that a meeting would need. But several states require unanimous agreement for out-of-meeting resolutions, and some matters are reserved to a general meeting, so confirm it's available for your motion first.

Do owners who owe levies get to vote?

In most states an unfinancial owner isn't entitled to vote on ordinary resolutions (and often not on special ones), and may not count toward quorum either. Clearing arrears before a meeting protects both your vote count and your quorum.

What is a poll, and when does it change the result?

A poll recounts a motion by unit entitlement — each lot's share of the scheme — instead of one vote per lot. Any owner can usually demand one. On a scheme with unequal lot sizes, a motion that passed on a show of hands can fail on a poll if the larger lots vote against, so it can change the outcome entirely.

What majority does a written resolution need?

The same majority the matter would need at a meeting — an ordinary matter needs the ordinary majority, a special-resolution matter still needs the supermajority. On top of that, several states require all eligible voters to agree for a resolution passed without a meeting, so a non-response can defeat it. Check your Act.

Related resources

• Committee meeting vs general meeting: what's the difference?
• Getting quorum, and what to do when you can't
• Writing strata minutes that actually hold up

This guide is general information for self-managed strata schemes in Australia. It is not legal advice. Resolution thresholds, counting methods, and the rules for deciding without a meeting differ between states — always check the strata legislation that applies to your scheme, and seek professional advice for significant or contested decisions.