Special vs Ordinary Resolutions in NSW Strata: Which Do You Need?

The default is ordinary. Only switch to special or unanimous when the Act explicitly requires it — and the Act is quite specific about which decisions trigger the higher threshold.

An ordinary resolution passes if more than 50% of the votes cast are in favour. Abstentions don’t count toward either side — they’re effectively a “present but not voting.”

Worked example. Your scheme has 8 lots represented at the AGM. The motion is to approve the administrative fund budget. Vote breakdown:

• For: 5
• Against: 2
• Abstain: 1

Votes cast = 7 (abstentions excluded). Majority needed = more than 50% of 7 = 4. The motion passes (5 in favour clears the threshold).

When ordinary resolutions are used

Most decisions at a typical AGM are ordinary resolutions:

• Approving the administrative fund and capital works fund budgets (the levies)
• Approving last year’s accounts
• Electing the strata committee
• Approving the insurance policy renewal
• Authorising routine maintenance contracts (within the limit set by by-laws)
• Confirming previous meeting minutes
• Appointing or removing a strata manager
• Approving non-major works (e.g. repainting common areas)

If the decision is operational, recurring, or doesn’t fundamentally change the rights of owners, it’s almost certainly an ordinary resolution.

A special resolution passes only if no more than 25% of the votes cast are against the motion. This is sometimes phrased as needing 75% support, but the more precise framing is: 25% opposition is the disqualifier.

Worked example. Your scheme votes on a by-law change to prohibit smoking on balconies. Vote breakdown:

• For: 14
• Against: 4
• Abstain: 2

Votes cast = 18 (abstentions excluded). 25% of 18 = 4.5. The motion needs the “against” count to be not more than 25% — that means against must be 4 or fewer. Here, against = 4, which equals 25% exactly. The motion passes (the threshold is “not more than 25% against,” not “less than 25%”). If 5 owners had voted against, the motion would have failed (5 of 18 = 27.8%, exceeding the 25% ceiling).

Polls and unit entitlement

Special resolutions are usually decided on a poll vote rather than a show of hands. In a poll, votes are weighted by unit entitlement — so 5 lots with high UE values can outweigh 8 lots with low UE values. Any owner can demand a poll for any resolution; for controversial special resolutions, the chair often calls a poll proactively to avoid disputes.

In a poll:

• “For” votes are summed by UE
• “Against” votes are summed by UE
• The 25% test applies to the UE totals, not lot counts

When special resolutions are required

The Act specifies which decisions require special resolutions. The most common:

• Adding, changing, or repealing a by-law (Section 141)
• Major capital works above the threshold set by your by-laws (typically structural alterations, additions, or substantial expenditure)
• Granting an exclusive-use by-law over common property (e.g. allocating a courtyard to one lot)
• Approving a strata renewal proposal (Section 178)
• Authorising legal action above a certain value
• Painting or maintaining the exterior in a way that changes its appearance
• Removing common property (e.g. selling part of the common property)
• Some types of insurance decisions (e.g. higher excess thresholds)

If the decision changes the rules of the scheme, affects owners’ use of their lots, or commits the scheme to significant cost or change, special resolution is usually the right answer.

A unanimous resolution requires every owner entitled to vote to support the motion, with no votes against. Abstentions are sometimes permitted depending on the specific provision. These are rare — the Act reserves them for decisions that fundamentally change the scheme or significantly affect individual owner rights.

When unanimous resolutions are required

• Termination of the strata scheme (winding up the scheme entirely)
• Subdivision of a lot (changing what one owner owns)
• Certain by-law changes that disadvantage one owner specifically (e.g. removing exclusive use rights they already hold)
• Amalgamation of strata schemes

If unanimous resolution is required and even one owner votes against, the motion fails. There’s no second chance at the same meeting.

When in doubt, here’s how to classify common motions:

A resolution’s wording must be in the notice of meeting, and the meeting must vote on that exact wording — you cannot amend it on the night and still treat it as valid.

Bad wording (vague, hard to enforce):

“That the committee approve some money to fix the roof.”

Good wording (specific, voteable):

“That the owners corporation approve expenditure of up to $24,500 (incl. GST) from the capital works fund for the replacement of the roof tiles on Building A, with the work to be performed by [contractor name] under the quote dated [date].”

Good resolution wording answers four questions:

1. What is being decided (the action)
2. How much it costs (if money is involved)
3. Who is authorised to act (committee, secretary, contractor)
4. From where the money comes (admin fund, capital works fund, special levy)

• Treating a by-law change as ordinary. By-law changes are always special resolutions. No exceptions.
• Amending the motion at the meeting. Once the notice is issued, the wording is locked. If owners want to amend, defer to the next meeting with new notice.
• Mixing up votes-cast vs members-present. The 50% and 25% thresholds apply to votes cast, not total members present. Abstentions reduce the denominator.
• Counting unfinancial owners’ votes. Unfinancial owners can attend and speak but cannot vote. Their attempted votes don’t count.
• Calling for a show of hands when a poll was demanded. Any owner can demand a poll. Once demanded, you must conduct a poll for that motion.

For every resolution, the minutes must record:

1. The exact wording of the motion as it appeared in the notice
2. The resolution type (ordinary, special, or unanimous)
3. Vote type (show of hands or poll)
4. Result with vote counts (For / Against / Abstain) — or UE totals if a poll
5. Whether the motion carried

Example minute entry:

Motion 4 — By-law change: prohibition on smoking on balconies.

“That the owners corporation amend the by-laws to prohibit smoking on balconies, terraces, and common property, with the new by-law to take effect upon registration with NSW Land Registry Services.”

Special resolution. Vote conducted by poll.

For: 1,640 UE. Against: 380 UE. Abstain: 180 UE.

Carried (against = 18.8% of votes cast, below the 25% threshold).

More on this in our guide to writing strata minutes.

When you draft an agenda item in Stratasphera, you select the resolution type (ordinary, special, unanimous). The system then:

• Calculates the threshold automatically based on attendance and vote breakdown
• Tracks votes by UE if a poll is called
• Flags if the wrong threshold would apply (e.g. you’ve classified a by-law change as ordinary)
• Generates minute entries with the correct framing for each resolution type

For self-managed schemes running their own meetings, this removes a major source of “did we do that right?” anxiety.

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