The Apartment Ownership and Apartment Associations Act (KrtS) allows owners to adopt resolutions without convening a general meeting by expressing their positions in a form reproducible in writing. This also permits amendments to the articles of association.
In its decision of 16 February 2022 in case 2-20-17009, the Supreme Court examined this procedure. The applicant sought a declaration that a resolution amending the articles was unlawful; the county court granted the application.
The Non-profit Associations Act must be applied with the KrtS exceptions
Under the Non-profit Associations Act (MTÜS), an amendment is adopted if more than two-thirds of members or representatives attending the general meeting vote for it, unless a larger majority is required by the articles.
An apartment association is a special type of legal person, not a non-profit association. Only the MTÜS provisions referenced in KrtS apply, taking account of the specific KrtS rules.
Count apartment owners' votes
Provisions making a resolution depend on the number of members voting in favour must be interpreted by reference to apartment owners' votes rather than simply the number of owners.
How many votes are needed?
More than two-thirds of the votes of association members participating in the general meeting must support the amendment.
Where the articles do not provide one vote per owner regardless of the number of apartments owned, the calculation must still be based on more than two-thirds of the votes.
Adopting a resolution without a meeting
Owners may vote in a form reproducible in writing without convening a general meeting. The law does not prohibit amending the articles in this way.
More than two-thirds of the votes of members participating in the vote must support the amendment, unless the articles require a higher majority.
Only owners who submitted their position on the proposed resolution in a form reproducible in writing count as participants.
The identity of participating owners is important and must be recorded in the voting minutes.