Improperly convened owners' association meeting: protection for an owner who stayed away

A flat owner in an Ostrava owners' association (společenství vlastníků jednotek, SVJ) decided not to attend the January general meeting. He received the invitation by e-mail and in his letterbox, but noticed one essential thing: the meeting had been convened not by the board but by four owners who together held 11.26% of the votes. The law requires a quarter. When the majority then elected a new board, he filed a petition for a declaration that the resolution was invalid. And he ran into a classic procedural problem — is he an "outvoted owner" within the meaning of Section 1209(1) of the Czech Civil Code when he did not physically take part in the vote? The Czech Supreme Court addressed this very question in resolution file no. 26 Cdo 853/2026, and its answer strengthens the position of anyone dealing with an improperly convened owners' association meeting.

The regional court sided with the petitioner, the high court sent him back

The Regional Court in Ostrava set aside the meeting's resolution. It held that the petitioner had filed within the three-month preclusive time limit, had an important reason (electing board members is not a trivial operational matter) and was an outvoted owner even though he did not attend the meeting. According to the court of first instance, the reason for his absence was legitimate: the meeting had been convened by someone who had no authority to do so.

The High Court in Olomouc, however, reversed the matter. It focused on the formal aspect of the invitation — in its view, it was delivered in time and contained the place, date, time and names of the board candidates. The court of appeal then came up with a distinction that looks elegant but in practice disarms the owner: a proper invitation is not the same as a proper convening. The question of who convened the meeting is, it said, examined only in the substantive review under Section 1209, which the court reaches only if the petitioner is an outvoted owner. And according to the high court, someone who simply decided not to come because he disagreed with who convened the meeting is not one. This creates a closed circle: want to object to improper convening? First attend the meeting.

The core of the whole dispute lies precisely in this distinction. The high court moved the question of the convener's legitimacy to a stage that, in the given constellation, an owner who did not physically attend can never reach. The formalistic interpretation would ultimately mean that the more obvious the defect in convening, the harder it is to challenge the outcome — because to defend himself the owner must first take part in something that should not have taken place at all.

The Supreme Court broke the circle

The appellate review chamber rejected this construction. It had not previously addressed in its case law whether the fact that a meeting was not convened by an authorised person can be considered a serious reason for absence — it therefore admitted the appeal on points of law and ruled against the high court.

The reasoning is straightforward. The concept of an outvoted owner serves to protect those to whom a majority decision may cause harm or whose rights it may affect. And this protection does not stand or fall with physical presence in the room. If a meeting is convened contrary to the law or the articles — typically because it was convened by someone clearly unauthorised — it cannot fairly be required of the owner that he attend it and only there raise objections against its being held at all. In such a situation, his absence is a direct consequence of the convener's defective procedure, not an expression of passivity or lack of interest. And because he was ultimately deprived of the opportunity to exercise his voting right and influence the outcome, he is regarded as outvoted.

The Supreme Court thus followed its existing line. Already in judgment file no. 22 Cdo 1423/2009 it stated that an owner who did not take part in the vote for serious reasons is not automatically excluded from challenging a decision. The subsequent resolution file no. 26 Cdo 781/2018, on the other hand, excluded from protection someone who had been properly invited, informed of the agenda and left the meeting without good reason. The new case law on outvoted unit owners supplements this scale precisely with the situation where the defect arises not from the owner's conduct but on the convener's side — and the Supreme Court has now named it explicitly.

It is also worth noting that the court of appeal on points of law expressly rejected the interpretation under which proper convening would be a question of the merits that the court reaches only after a positive assessment of the petitioner's procedural position. In this logic, a defect in convening is already reflected in the assessment of whether the owner had a serious reason for his absence. The two questions thus partly overlap, and the court must assess them together, not in isolation.

Who may convene the meeting

The practical dimension of the decision depends on the owner being able to recognise when convening is genuinely defective and when merely inconvenient. The law in Section 1207(1) of the Civil Code is brief: the statutory body convenes the meeting so that it is held at least once a year. The statutory body must also convene it at the initiative of owners holding more than a quarter of all votes (but at least two owners). And if the board fails to act, these owners — i.e. those with the qualified quarter — may convene the meeting themselves, at the association's expense.

In the case at hand, the facts were clear. The board members' term of office ended only in February 2024, i.e. after the date of the meeting (15 January 2024). The board thus formally existed, and it was the board that should have convened the meeting. Instead, four owners with a total share of 11.26% of the votes stepped in. They came nowhere near the statutory quarter, and the articles gave them no other authority either. The invitation formally contained everything it should, but behind it stood an entity with no title to send it.

This is precisely the type of case to which the new case law applies. If a meeting is convened by a person without authority — whether a minority group of owners, a former board member after the end of their term, or someone entirely outside — the owner does not have to attend in order to preserve his procedural defence. At the same time, the line between an authorised and an unauthorised convener is not always sharp. We see cases where the board formally exists but does not actually act; where owners are dissatisfied and organise their own meeting; or where a meeting takes place on the basis of an invitation sent by just one board member without a mandate from the collective body. Each of these situations must be assessed individually, primarily according to the text of the articles and the current entry in the register of owners' associations.

What this means for unit owners when a meeting is improperly convened

The decision brings two complementary things. First, it strengthens the position of the outvoted unit owner where the convening rules are circumvented — and this happens in practice more often than one might think. Minority groups of owners sometimes take the risk of organising their own meeting knowing that formal quorums will not be met, relying on those present to vote through what they need and on opponents not challenging it in court. The new case law makes this gamble much harder: the invalidity of an association's resolution can be challenged even by someone who was not in the room.

Second — and owners must be aware of this side — the Supreme Court did not introduce a general licence for absence. A serious reason is not general disagreement with the person of the convener, dissatisfaction with the agenda or an expectation that the vote will go badly. A serious reason is objectively defective convening — i.e. a situation where it is clear that the invitation was sent by someone with no title to do so under the law or the articles. The difference between "I don't like who convened it" and "whoever convened it had no authority to do so" is fundamental, and the owner should be able to prove it before deciding not to attend.

In practice, we advise clients who own flats to do three things. First: when an invitation arrives from a non-standard convener, find out exactly who is behind it, what voting shares they hold and whether the board exists and functions at that time. Second: if you conclude that the convening is defective, document it in writing — by e-mail to the board or letter to the conveners — before the date of the meeting. This pre-emptively rebuts the argument that your absence was passivity. Third: the three-month preclusive time limit for challenging a resolution runs from the moment you learned or could have learned of the decision. Do not wait for a convenient moment — disputes over meeting resolutions have a strict time limit, and the courts apply it rigorously.

The recommendations also have their flip side. If, on the other hand, you are a board member preparing the convening, make sure the invitation clearly identifies the convener and that the convener can prove its authority. Minutes of board meetings authorising a specific person to send invitations, a list of owners initiating the convening with their shares, a current extract from the register of owners' associations — these are all documents that decide in a potential dispute whether the resolution will stand. Investing in the formal correctness of convening is incomparably cheaper than later judicial review.

When to go to court and what to expect

Challenging a resolution of an owners' association meeting in court is a proceeding in which the petitioner must prove three things: that he is an outvoted owner (personal criterion), that he has an important reason for review (substantive criterion) and that he filed in time (time criterion). The new case law changes the interpretation of the first of these criteria — not the other two. Not every formal defect is an important reason; typically it involves interference with ownership rights, significant financial consequences or precisely questions of filling elected bodies, which played a role in this case. The court of first instance readily recognised the election of board members as an important reason, and the court of appeal did not call this conclusion into question.

Judicial protection of an outvoted owner need not stop at a declaration of invalidity. Together with the petition, the owner may ask the court to temporarily prohibit acting on the contested decision — which is useful especially where the newly elected board starts taking fundamental steps (concluding contracts, disposing of the association's assets, amending the declaration of ownership). We handle such situations as part of our litigation and arbitration practice, and experience shows that rapid intervention in the first weeks after a defectively adopted resolution tends to be more effective than later repair. Once the new board concludes a contract with a supplier, transfers funds or changes the property manager, returning to the original state is administratively and financially demanding, even if the court subsequently sets the resolution aside.

In the proceedings, also expect a dispute over the facts concerning the convener — who signed the invitation, what share of votes they held, whether and for how long the board was filled, and what role the articles played. This is no formality; it is precisely these details that decide whether the owner meets the personal criterion under the new case law. Prepare your documents before entering the dispute: the invitation in its original form, a register extract as at the relevant date, the current articles and any correspondence with the convener.

For clients who own flats in South Bohemia and have long dealt with dysfunctional or purposefully controlled owners' associations, resolution file no. 26 Cdo 853/2026 is good news. Minority owner groups can no longer rely on "defending" an improperly convened meeting by the fact that opponents did not attend. Absence alone does not deprive the petitioner of his procedural position if it is justified by an obvious defect in convening. At the same time, this is not an invitation to complacency — an owner who wants to use this protection must be able to prove the defect and act quickly.

Source: Resolution of the Supreme Court of the Czech Republic file no. 26 Cdo 853/2026 of 15 September 2026, published on Profipravo.cz on 21 September 2026.