The agenda in homeowners’ associations: when one word changes the legal scope of the agreement

In homeowners’ associations, the wording of the agenda is not a mere formality. The way in which an item is announced defines what the Board can validly agree upon and can cause the agreement to produce effects different from those intended by the majority.

A recent case in a community on the Costa del Sol illustrates this well. The notice of the Ordinary General Meeting included the item «removal of the administrator,» when, as was later explained, the vote was actually on the annual renewal of positions. The meeting approved the item as worded.

The difference is not terminological: revoking an administrator in advance is not the same as not renewing him at the end of his term and appointing another.

The legal framework

Law 49/1960, on Horizontal Property (LPH), attributes to the Board, in an exclusive and non-delegable manner, the power to «appoint and remove the persons who hold the positions» of the community (art. 14.a) LPH).

Article 13.7 of the Horizontal Property Law (LPH) stipulates that, unless otherwise provided in the bylaws, positions are filled for one year, and that those appointed «may be removed from office before the expiration of their term by agreement of the Owners’ Association, convened in an extraordinary session.» The law thus distinguishes two scenarios:

1. Ordinary renewal When the term expires, the Board decides whether to keep the same people or appoint others.
2. Early removal The Board terminates the position before the current term expires.

In both cases, the majority rule of Article 17.7 of the Horizontal Property Law (LPH) applies: in the first meeting, a majority of owners representing a majority of the ownership shares; in the second meeting, a majority of those present representing more than half of the ownership shares. Owners who are not up to date with their payments and have neither contested nor deposited the debt are not entitled to vote (Article 15.2 LPH).

The announcement must state what will be decided

Article 16.2 of the Horizontal Property Law (LPH) requires that the notice of the meeting state «the matters to be discussed.» The Supreme Court has established the doctrine that the agenda must clearly define these matters so that the owners know what will be decided and can decide whether to attend and how to vote. An exhaustive description is not required, but there must be a correspondence between what is announced and what is agreed upon; agreements on matters not included, or adopted during «any other business,» are subject to challenge.

Supreme Court ruling 2/2021, of January 13 (ECLI:ES:TS:2021:5), deals precisely with positions. With an agenda that only announced «renewal or re-election of positions,» the Board eliminated the rotating system for electing the president, which had been in place for years. The Supreme Court upheld the annulment: the change was introduced unexpectedly, without clear announcement, to the detriment of the good faith of the community members.

The lesson is twofold. An item titled «removal of the administrator» signals a revocation, and it’s difficult to argue afterward that something else was voted on. But a generic phrase like «renewal of positions» doesn’t cover just any decision either: if something more than renewal is intended, it must be explicitly stated.

Early removal and ordinary renewal

«Dismissal of the administrator» means that the Board revokes the appointment before the end of the term for which the administrator was appointed. Article 13.7 of the Horizontal Property Law (LPH) links this removal to an extraordinary meeting; whether it can be validly agreed upon at an ordinary meeting when expressly included on the agenda is a matter of debate in the courts, so the safest course of action is to convene an extraordinary meeting or, at least, announce it unambiguously.

There’s a nuance that’s often overlooked: if the ordinary general meeting is held after the term of office has expired or expires at that meeting, the «termination» effectively coincides with the non-renewal. The real difference arises when the administrator is still within their term of office.

For ordinary renewal, appropriate wording would be:

«Appointment or renewal of the positions of president, vice president, secretary and administrator for the next fiscal year.»

And if there are offers from other professionals:

«Review of the proposals received for the administration of the community (which are attached) and, where appropriate, appointment of administrator and effective date.»

Consequences of approving a dismissal

The relationship between the community and the professional administrator is generally classified as a paid mandate (Articles 1709 et seq. of the Civil Code). It follows that:

• The community can revoke the position at any time(arts. 1732 and 1733 CC, in accordance with art. 13.7 LPH), with effect from the date it is communicated to the administrator (art. 1735 CC), unless the Board sets another date.
• Revocation without just cause may result in compensation. The Provincial Courts have recognized the right of an administrator dismissed prematurely without breach of contract to be compensated (Art. 1101 CC): loss of confidence is sufficient for revocation, but not always sufficient to exempt the administrator from paying compensation. There is no uniform criterion regarding the amount, and the terms agreed upon in the contract regarding notice and early termination are decisive.
• The dismissed administrator cannot challenge the agreement because article 18.2 LPH reserves that action to the owners; their way is to claim what corresponds to them.

It is advisable that the Board appoint the replacement, set the effective date, and order the delivery of the documentation (Art. 20.e) LPH), the regularization of bank signatures, and the transfer of pending matters. If a replacement is not appointed, the transition must be expressly regulated: an informal request for the removed administrator to continue acting does not constitute an extension of their term.

Consequences of a renovation

When the agenda item announces the renewal of positions, the Board decides who will fill them in the new term: it can re-elect the administrator, appoint another professional or an owner, and separate or combine the positions of secretary and administrator (Art. 13.6 LPH). If the administrator is not re-elected, there is no early termination, but rather the end of the term. Until the new appointment is made, it is generally accepted that the positions remain in effect; therefore, it is always advisable to set the date on which the new administrator assumes management.

The minutes should reflect what was agreed.

Article 19.2 LPH requires that the minutes include, among other things, whether the meeting is ordinary or extraordinary, the attendees and those represented with their shares, the agenda and the agreements adopted with the result of the votes.

The minutes document; they do not correct. If a «termination» was called and approved, it is incorrect to later present it as a «non-renewal,» unless the notice of the meeting, the debate, and the vote clearly show that this was the decision. Article 19.3 of the Horizontal Property Law only allows for correcting errors in the minutes before the next meeting, which must ratify the correction; it does not allow for modifying what was agreed upon.

To interpret a doubtful agreement, the rules of contract interpretation are applied by analogy: the evident intention prevails over the words (Art. 1281 CC), taking into account contemporaneous and subsequent acts (Art. 1282 CC). In a collective agreement, that intention is the one that objectively results from the meeting notice, the deliberation, and the vote, not the intention of some owners.

Appeal: time limits and standing

The resolutions may be challenged on the grounds set forth in Article 18.1 of the Horizontal Property Law (LPH). The right to bring an action expires after three months, or after one year if the resolution is contrary to the law or the bylaws; for those absent, the time limit runs from the date of notification of the resolution (Article 18.3 LPH). The Supreme Court has declared that resolutions on matters not included in the agenda are voidable, not null and void, and must be challenged within the prescribed time limit (Supreme Court Judgment 1143/2006, of November 20).

Those entitled to vote are owners who cast a dissenting vote, those who were absent, and those improperly denied the vote, provided they are up-to-date with their payments or have deposited the amount due (Art. 18.2 LPH). Whether prior recourse to an appropriate dispute resolution mechanism is also required (LO 1/2025) is a matter of debate: some rulings, such as the order of the Provincial Court of Zaragoza (Section 4) 206/2025, of October 6, rule against it. Given the lack of a uniform criterion, it is advisable to assess this while keeping in mind the statute of limitations.

The role of the property manager

Although the president is responsible for calling the meeting (Art. 16.2 LPH), in practice it is prepared by the building manager, who also acts as secretary of the meeting and is responsible for keeping the documentation (Art. 20 LPH). The manager’s advice is crucial to ensuring that the meeting expresses its will clearly: choosing between an ordinary or extraordinary meeting, drafting the agenda item precisely, attaching the proposals to be voted on, verifying majorities and voting rights, and accurately recording everything in the minutes. The decision always rests with the owners; the technical advice merely prevents the outcome from being different from what was intended.

Conclusion

The agenda informs the owners of what will be decided and defines what the Board can agree upon. Calling a meeting for the «removal of the administrator» signals a revocation, with immediate effect and possible compensation consequences; calling a meeting for the «renewal of positions» signals a routine decision regarding continuity or replacement upon the expiration of the term.

It is not enough to know what you want to approve; you have to know how to formulate it legally. Therefore, before calling a meeting to change the property manager, it’s advisable to seek the advice of a professional specializing in condominium law. A precise agenda isn’t just a matter of style; it’s a guarantee of legal certainty for the community, the owners, and those who provide services to them.

This article is for informational purposes only and does not constitute legal advice. The legality of a specific agreement depends on the meeting notice, minutes, bylaws, management contract, and the specific circumstances of each community.