Why Is the general meeting so important?

The general meeting is crucial for the democratic foundation of the association. It gives all members the opportunity to actively shape the life of the organization. The primary goal is to make effective decisions on association matters through elections and to discuss any issues. Naturally, this does not always happen unanimously, and well-known contentious topics, such as membership fee increases, can also be on the agenda.

There are regulations that must be followed to ensure the validity of decisions. Otherwise, decisions can be challenged by members afterwards. Voting errors, missing invitations, poor preparation, unclear agenda items, or faulty record-keeping constitute formal errors that can give association boards a headache. Challenged decisions or votes can escalate conflicts – this harms the board and, in turn, the association as a whole in its future continuity. In the sections below, we will look more closely at typical mistakes in general meetings and explain how you can proactively prevent them.

Mistake No. 2: Errors in vote counting

At this point, the core issue is whether a resolution was passed with the required majority. In principle, every member has the right to vote. However, the statutes may provide exceptions, such as for underage members or for certain members with multiple voting rights.

The required majorities are determined by the association’s statutes. If nothing is specified there, a look at the Civil Code can help. If the matter does not concern amendments to the statutes or the dissolution of the association, a resolution of the general meeting is passed by a majority of the votes cast. This means: Invalid votes and abstentions are not counted. A resolution is thus valid if there is at least one more “yes” vote than the total of “no” votes.

Note: The statutes often include the phrase that “resolutions are passed by a majority of the members present.” Present members include those who cast invalid votes or abstained. Therefore, a resolution would only be valid if there is at least one more “yes” vote than the sum of invalid votes, abstentions, and “no” votes.

In this context, it is essential that the meeting chair carefully reviews the regulations specified in the statutes beforehand. This helps prevent simple mistakes in vote counting.

A resolution is also invalid if non-voting persons cast a vote that was decisive. It sometimes happens that individuals attend the general meeting who are neither members nor authorized representatives of a member. These individuals are not entitled to vote, even with a power of attorney, unless the statutes explicitly allow it.

By the way: Since 2023, hybrid and virtual meetings are permitted even without amending the statutes. For fully virtual meetings, where no one meets in person, this is only allowed if the general meeting has given prior majority approval.

Tips for Boards: Conduct votes clearly and transparently

Before the meeting begins, the chair should clearly explain the voting rules. Check the statutes to determine which majorities (simple, absolute, or qualified) are required. Keep a list of attendees and voting rights to exclude unauthorized votes. Have the counting verified by two people or an election committee to ensure transparency and accountability. Record the results clearly in the minutes. For important resolutions, a notary or an independent election officer can also be involved.

Mistake No. 3: Unclear agenda items

In practice, it is very rare for an invitation to a general meeting to be sent without listing the agenda items. However, it often happens that resolutions are passed during the meeting that were not included on the agenda beforehand. This can occur if issues only come to the board’s attention shortly before or during the meeting. Are such resolutions legally valid? The law answers this question with no and stipulates that for a resolution to be valid, the subject of the resolution must be specified in the invitation to the general meeting. Exception: The statutes explicitly allow for such resolutions.

Note: The agenda items in the invitation do not need to be explained in detail. It is sufficient to list them in keywords. However, the statutes may regulate that agenda items do not need to be included in the invitation or that urgent motions – i.e., motions raised during the meeting discussion – are allowed. For amendments to the statutes, prior notification is always required.

The statutes can also specify that agenda items do not need to be included in the invitation or that urgent motions – i.e., motions raised during the meeting discussion – are permissible. For amendments to the statutes, prior notice is always required.

Common ambiguities regarding agenda items at a glance

• Resolutions are only valid on announced topics
• The agenda must be included in the invitation
• Additional items are only allowed if the statutes permit them
• Amendments to the statutes must always be announced in advance

Tips for Boards: Plan a transparent agenda

A precise agenda is key to legally valid resolutions. Clearly formulate all items and organize them by topic. For last-minute issues, check whether the statutes allow urgent motions. If not, an extraordinary meeting is preferable. Have the agenda reviewed by the entire board to ensure no important points are overlooked. Record all motions in writing and confirm their receipt. This prevents spontaneous, legally invalid resolutions and ensures transparency for the members.

Mistake No. 4: Faulty minute-keeping

Simple errors in the minutes do not automatically invalidate resolutions, since they were validly recorded beforehand. However, minutes serve as evidence, which is particularly important for entries that require registration, such as amendments to the statutes or new board elections. How to keep minutes is generally determined by the association’s statutes. Statutes often include standard phrases such as “minutes of the general meeting must be kept and signed by the minute-taker and the chair.” Frequently, the statutes do not specify who must keep the minutes. If the association has a secretary, this person is responsible. Alternatively, the chair may take on this task or appoint someone. Fundamentally, there are three types of minutes: 

• Verbatim Minutes
• Summary Minutes
• Event Minutes 

If the statutes do not provide otherwise, event minutes are sufficient. In event minutes, only the wording and outcome of the resolutions are recorded, which places the lowest demands on the minutes. Discussions and motions are only included in summary or verbatim minutes. As the name suggests, verbatim minutes record every spoken word in writing.

To prove the validity of the resolutions, the minutes must include all facts that are relevant to their validity. This includes the date, place, and time. It must also document that the meeting was held properly in accordance with the agenda and the timely invitation. Furthermore, the names of the chair and the minute-taker must be clearly documented. The minutes should also record the number of members present and confirm that a quorum was reached. If individual members leave the meeting, this must also be documented in writing.

Minute-Keeping mistakes at a glance

• Minutes serve as evidence for resolutions
• Minutes must be complete, accurate, and signed
• Event minutes are usually sufficient
• Document quorum and number of attendees

Tips for Boards: Careful and legally sound minute-keeping

The minutes are the legal backbone of any meeting. Appoint a minute-taker in advance and clarify which type of minutes (event, summary, or verbatim) is required. Record all relevant details: date, location, time, agenda, number of attendees, quorum, and voting results. Ensure that the minutes are signed by both the chair and the minute-taker. For important decisions (e.g., amendments to the statutes or board elections), an audio recording can be helpful for later verification, provided the members consent.

Mistake No. 5: Improper election procedures

Improper voting or election procedures often occur due to carelessness or time pressure. The election procedure does not necessarily have to be specified in the statutes. If the association’s statutes do not provide exact rules, a single-person election is conducted by majority vote.

What does this mean in practice? If a person is running for a position, they are elected if they receive one more “yes” vote than the total of “no” votes. If multiple candidates are running, only the “yes” votes are counted. The candidate with the most votes, more than all other votes combined, is elected. Often, a relative majority is used without considering the necessary absolute majority. If the registry court detects an error or a member raises objections, the election must be repeated.

Without a statutory basis, a block vote is also invalid. In a block vote, members cast one vote for the election of an entire group. Example: A group of five people wants to be elected to the board. If block voting is allowed by the statutes, a simple majority (more “yes” votes than the total of “no” votes) and a single voting round are sufficient to properly elect the group to the board. Without a statutory provision, this is not possible.

Exception: Block voting is permissible if it can be proven that the same result could not have been achieved with individual votes. This proof can be provided if all members have previously unanimously decided that the candidates should be elected as a block. It is then also necessary that the group is unanimously elected to the board through the block voting procedure.

Election procedure mistakes at a glance

• The election procedure must comply with the statutes
• Absolute majority required for individual elections
• Block votes only allowed with explicit statutory provision
• Faulty elections can be contested and must be repeated

Tips for Boards: Conduct legally secure and transparent elections

Thoroughly prepare elections by reviewing the statutes and clearly communicating the election procedure (individual or block vote). Create a ballot list with all candidates, verify their eligibility, and allow the members to vote on the procedure. Avoid spontaneous changes during the election, as these can later be declared invalid. Votes should be counted secretly and transparently, ideally by an election committee. Once completed, announce the results immediately and record them in writing. This ensures the legitimacy of the board and maintains members’ trust.

Summary: What really matters in a general meeting

The five most common mistakes in general meetings arise from formal oversights: late invitations, incorrect vote counting, unclear agenda items, inadequate minutes, and improper election procedures. Each of these mistakes can lead to resolutions being contested or even declared invalid. Careful preparation, clear procedures, and a thorough understanding of the statutes are therefore essential. By planning in advance, clearly assigning responsibilities, and taking documentation seriously, you lay the foundation for a smooth, transparent, and legally secure general meeting. This ensures that the association remains operational and maintains the trust of its members.

Conclusion: Preparation is key

A successful general meeting is no accident, but the result of careful planning and legal diligence. Board members should know the statutes, standardize procedures, and not rely on routine. Invitations, agendas, votes, and minutes are not mere formalities—they form the basis of the association’s democratic legitimacy. Avoiding mistakes in these areas protects the association from lengthy disputes and challenges. It is particularly helpful to use checklists, clearly assign responsibilities, and conduct follow-up after the meeting. This ensures that the association’s work remains not only legally secure but also trustworthy and efficient.