Round robin voting for special and unanimous resolutions in bodies corporate

In sectional title governance, decision-making often involves several layers and formal steps. This blog focuses on one useful mechanism within the Sectional Titles Schemes Management Act (STSMA) that allows members to pass special or unanimous resolutions without calling a meeting. This process is commonly referred to as a round robin.

Ordinarily, members of a body corporate make decisions at annual or special general meetings. However, there are times when trustees or managing agents may circulate a proposed special or unanimous resolution for members to vote on in writing, rather than convening a meeting. This written voting process finds its legal basis in the definitions of special and unanimous resolutions in Section 1 of the STSMA.

But, while convenient, round robin voting is often misunderstood, especially when it comes to how votes are counted and thresholds are calculated. Understanding these rules is essential to ensure that the outcome is valid and enforceable.

A round robin resolution is simply a written vote circulated by the trustees or managing agent, where each owner is invited to vote “for” or “against” a proposed resolution without holding a general meeting.

This method is particularly useful when:

• A special or unanimous resolution is needed between scheduled meetings.
• Members are active and responsive to requests from the managing agent and trustees.
• The matter is straightforward and unlikely to require much discussion or amendment.

One of the most common (and costly) misunderstandings is assuming that the voting threshold for a round robin resolution is based only on the votes received. This is not the case.

When a special or unanimous resolution is passed in writing, the outcome must be measured against the total number and value of all members, not just those who responded.

This means:

• Special resolution: At least 75% in both number and value of all members must vote in favour.
• Unanimous resolution: All members must agree to the resolution in writing.

In practice, if only 60% of members respond, even with 100% support among them, the resolution still fails. The required threshold is based on all members in the scheme, not only those who cast a vote.

Round robin voting can be a practical tool for:

• Simple matters that require special or unanimous approval (such as minor rule amendments or straightforward borrowing).
• Smaller schemes where every member is easily contactable.
• Situations where calling a meeting would be costly or impractical.

That said, in larger or more complex schemes, the high participation requirements often make it challenging to achieve the necessary level of support, especially where owners are disengaged or slow to respond.

To ensure a round robin special or unanimous resolution is valid and defensible, the trustees and managing agents should:

1. Notify all members and provide clear, sufficient information about the proposal.
2. Allow adequate time for members to respond in writing.
3. Record votes accurately, showing each member’s unit number, participation quota (PQ) value, and vote.
4. Calculate the outcome of the vote based on all members’ PQ values, not just the votes received.
5. File and circulate the results, and include the outcome in the body corporate’s official records and minutes.

Round robin voting offers flexibility and convenience, but it must be approached with care. The key takeaway is simple: when voting on a special or unanimous resolution in writing, the required threshold applies to all owners in the scheme, not only to those who participate.

When used correctly, round robin voting can be a valuable governance tool, helping schemes act efficiently while maintaining transparency, accountability, and compliance with the STSMA.

Visit our resource library for PQ, quorum and voting calculators as well as templates to make the voting process easier. Got questions? Reach out to us; one of our specialist consultants is standing by to assist.