Introduction

This study analyzes the legal validity of adding the issue of “manager change,” which was not included in the meeting agenda, during an extraordinary general assembly meeting of condominium owners, and the effect of this decision on the current manager’s duties, in light of the presented Supreme Court decisions. The analyzed decisions reveal the mandatory nature of the extraordinary meeting procedure regulated in Article 29 of the Condominium Law (KMK) No. 634, and the importance of the “adherence to the agenda principle” in this type of meeting.

Across all examined court decisions, it is observed that the principle of adherence to the agenda is strictly applied in extraordinary general assembly meetings, and any violation of this principle leads to the annulment of the decisions made. The main findings are as follows:

The Principle of Adherence to the Agenda is Mandatory: Extraordinary general assembly meetings are held in accordance with Article 29/2 of the Condominium Law (KMK), “provided that the reason for the meeting is also notified.” The Supreme Court interprets this provision to mean that the meeting is limited only to the agenda items specified in the call. Adding a new item to the agenda and making a decision during the meeting, especially on an important matter like a manager change, constitutes a violation of this principle.

Decisions Made Outside the Agenda Are Invalid: Decisions made on a matter not specified in the meeting invitation, by creating an agenda item during the meeting, are legally invalid and subject to annulment. In a decision by the 20th Civil Chamber of the Court of Cassation, this situation was explicitly stated as “…constituting a violation of the principle of adherence to the agenda as determined by Article 29/2 of the Condominium Law”  (2019/1267 E., 2019/3980 K.).

Former Manager’s Duty Does Not End: Since a decision to change the manager, made in violation of the principle of adherence to the agenda or other procedural rules (such as invitation procedure, meeting quorum, etc.), is invalid, the former manager’s duty does not legally end based on this decision. The Court of Cassation has stated that in such cases, “…it has been decided to determine that the current management’s term continues until a valid election is held” (2019/1267 E., 2019/3980 K.).

Invitation Procedure and Meeting Purpose Are Mandatory: Not only the subsequent addition of an item to the agenda, but also the failure to properly issue the meeting invitation (not being notified to all owners at least 15 days in advance) or the complete omission of the meeting’s purpose in the invitation, lead to the collective annulment of the decisions made.

From the examination of judicial decisions, it is understood that extraordinary meetings, unlike ordinary meetings, are held due to the existence of an urgent and important reason, and this reason must be known in advance by all unit owners. The phrase “…provided that the reason for the meeting is also notified…” in Article 29/2 of the Condominium Law (KMK) aims to ensure that unit owners come prepared for the meeting, evaluate the matter in advance, and prevent them from suffering loss of rights due to sudden decisions.

In many of its decisions, such as those of the 18th Civil Chamber (2014/21113 E., 2015/1666 K.) and the 20th Civil Chamber (2017/3316 E., 2018/7303 K.; 2017/888 E., 2017/5014 K.) of the Supreme Court, it has been consistently emphasized that “matters not on the agenda cannot be discussed or deliberated in extraordinary meetings”. These decisions show that the principle of adherence to the agenda is mandatory and that a violation of this rule directly results in the invalidity of the decision taken.

Furthermore, Article 41 of the Condominium Law (KMK) grants the board of unit owners the authority to change the manager at any time for a just cause. However, the exercise of this authority requires adherence to the procedures stipulated in the KMK, particularly the notice and agenda rules specified in Article 29 for extraordinary meetings.

Conclusion

The conclusions reached in light of the presented judicial decisions are as follows:

Validity: During an extraordinary general meeting of apartment owners, adding the agenda item of “manager change,” which was not specified in the meeting invitation, and resolving upon it is legally invalid. This situation is clearly contrary to the condition of “notification of the meeting reason” regulated in Article 29/2 of the Condominium Law (KMK) and the “principle of agenda adherence” established by settled Supreme Court precedents.

Duty of the Former Manager: Since a manager change made by a decision taken outside the agenda and contrary to procedure is invalid, the former manager’s duty does not end based on this decision. The current manager continues his duty until a new manager is duly elected.

Since the decisions made and actions taken by a new manager elected with such an irregular decision will also become legally debatable, it is important to file a lawsuit for the annulment of such a decision within the legal time limits. An article suggestion.

Why is Expert Legal Assistance Necessary?

One of the most common areas of dispute in apartment or complex managements is the addition of items to the agenda in extraordinary general meetings and especially the validity of “manager change” decisions. Article 29 of Condominium Law No. 634 has stipulated strict procedural rules for these meetings and made the “principle of agenda adherence” mandatory. Therefore, adding an item not included in the meeting invitation and resolving upon it is considered invalid according to Supreme Court precedents.

Since decisions regarding a change of manager may lead to outcomes such as the cancellation of such decisions, **whether the current management will continue its duty**, or **whether the meeting will be considered entirely invalid**, the process must be conducted meticulously. At this point, the **legal support of an expert lawyer** experienced in **Condominium Law, apartment management, and Supreme Court practices** is of great importance for preventing loss of rights and establishing a proper management mechanism. 2M Law Firm, with its expert staff in apartment, complex, and mass housing management in Tuzla and its vicinity,

Preparation of ordinary and extraordinary general assembly meetings,

Ensuring that call, agenda, and minute-taking processes comply with legislation,

Initiating lawsuits for the annulment of irregularly taken decisions,

Provides professional legal consultancy on
manager appointment, dismissal, and audit procedures.

For decisions made by property owners in meetings to be valid, it is necessary to meticulously comply with legal formal requirements and ensure legal oversight at every step. Otherwise, the decisions taken are annulled, the duties of the current managers continue, and the actions of newly elected managements may become invalid.