2/3 Majority Rule in Urban Transformation

The 2/3 Majority Rule in Urban Transformation: Rights and Obligations of Property Owners Who Do Not Agree with the Decision

In Türkiye, urban transformation has become one of the most controversial areas, both technically and legally, particularly due to the reality of earthquakes and the abundance of old buildings. Securing the unanimous consent of all owners is often impossible in the process of classifying a building as a "risky structure," demolishing it, and rebuilding it.

The mechanism that comes into play at this point is the **"2/3 majority rule in urban transformation"**, which is frequently discussed in the public sphere. However, what this rule is, what rights the property owners who do not participate in the decision have, and what obligations they have to bear are not clear to most property owners.

In this article;

The basic logic of the 2/3 majority rule,
How it is calculated,
In which decisions was it applied?
The rights and responsibilities of minority property owners who do not agree with the decision,
Share sale (land share sale) and objection options

We will address it in a practical, understandable, and original language.

1. Urban Transformation and the Reasons for the Emergence of the 2/3 Majority Rule

The primary goals in the urban transformation process to ensure public safety, reduce the number of risky buildings , and healthier urbanization. However, from a legal technical perspective, the process...

Where property rights are restricted,
Despite the owners' wishes, demolition was necessary
Some owners' shares can be sold without their consent

It becomes a space.

While attempting to balance disaster risk and public interest on the one hand, and individual property rights on the other , the legislator has adopted the qualified majority system in situations where achieving unanimity on all issues is practically impossible . In the context of urban transformation, this qualified majority is referred to as a "2/3 majority"

In this way:

So that the majority can drive the process forward,
Measures should be taken to prevent minority property owners from completely blocking the property
But at the same time, the rights of minority property owners should not be completely disregarded.

2. The Basis of the 2/3 Majority Rule: Land Share, Not Number of People

One of the most frequently confused issues in practice whether the 2/3 majority refers to "person-based or land share-based" ownership .

The critical point here is this:

In urban transformation projects, the required 2/3 majority based on the proportional land shares of the property owners . The number of individuals alone is not the determining factor.

In a building;

There can be 10 independent units
The land shares of these independent units may differ from one another
A property owner can own more than one apartment.

2.1. Example Calculation

Let's assume we are in an apartment building:

Let the total land share be assumed to be 100 units.
Owner A: 3 apartments, total land share 30
Owner B: 2 apartments, total land share 20
Owner C: 2 apartments, total land share 20
Owner D: 1 apartment, land share 10
Owner E: 2 apartments, land share 20

The total is still 100.

In this table;

If A + B + C own 30 + 20 + 20 = 70 shares of the land, they are considered to have secured a 2/3 majority.
A + B + D have a land share of 30 + 20 + 10 = 60, which does not reach 2/3.

Therefore, saying "7 out of 10 apartments signed, that's enough" is not correct. What matters is that the total land share of those who said "yes" represents at least two-thirds (approximately 66.67%) of the overall total .

3. Stages in the Urban Transformation Process Where a 2/3 Majority Plays a Role

Urban transformation is a multi-stage process, and the same majority is not required at every stage. For some procedures, even a single property owner can apply, some procedures are directly within the authority of the administration, and for some decisions, a 2/3 majority is necessary.

3.1. Risk Assessment Phase for Buildings

Whether a building is a "risky structure" is determined by reports prepared by licensed organizations or the relevant authorities.
Approval from all owners or a two-thirds majority is not required for this determination; even a single owner can apply.
Once the report is prepared, it is served to the property owners, and they have the right to object.

The common belief that "a 2/3 majority is required to make a decision about a building being at risk" is incorrect.

3.2. Demolition Phase

Once a building is deemed at risk, demolition becomes a legal obligation.
Even if the decision is made unanimously, stating "We don't want to demolish the building," this decision will not prevent the demolition.

At this stage, a 2/3 majority is not required; demolition is a natural consequence of the risk assessment.

3.3. The Real Critical Stage: Implementation Decision (New Project, Sale, Contractor Selection)

The 2/3 majority rule essentially means:

How the building will be rebuilt,
The terms and conditions of the agreement with the contractor/builder,
Independent unit sharing and square meterage,
Whether the property will be sold or not,
The fate of minority owners' shares

It comes into play in the "implementation decisions" related to this .

The decision made here;

Sometimes "on-site transformation" and new projects,
Sometimes it means "selling the whole thing"
Sometimes, "hybrid models" are used (some being sold, some being included in the project, etc.)

It could be in this form.

This is where rights and obligations arise for property owners who do not agree with the decision taken by a 2/3 majority

4. Who is the "Property Owner Who Disagrees with the Decision"?

When we say "owner who did not agree with the decision," we shouldn't just understand it as someone who didn't attend the meeting at all. In practice, this concept is much broader:

the meeting at all ,
Those who attended the meeting and voted "no,
He refused to sign the decision even though the text was presented to him .
The owner, who was not properly notified and therefore not effectively included in the process,

They are all, in a sense, of owners who do not participate in the decision .

An important consequence of this is:

The fact that a minority property owner was not informed or adequately informed about the decision-making process could form the basis for claims of irregularities in future lawsuits.

5. Rights of Owners Who Do Not Agree with the Decision

Even if a 2/3 majority is achieved in urban transformation projects, the legal protection of the minority property owners is not completely eliminated. On the contrary, they are granted various guarantees through both fundamental rights and special regulations.

5.1. Right to Access Information and View Documents

Minority property owners;

The meeting minutes,
Signature sheets,
Draft contracts planned to be made with the contractor,
Valuation reports,
Project drawings and square meter tables

They have the right to see them and request a copy.

If these documents are not being shared, and pressure tactics such as "just sign, you'll learn the details later" are being used, it means the process is being conducted in violation of the principle of transparency, and this will become a serious point of contention in future legal disputes.

5.2. Right to Challenge or Invalidate the Decision

A property owner who does not agree with the decision may challenge its annulment or invalidity in the following circumstances :

If the meeting notice is procedurally flawed (failure to send notification, notification sent to the wrong address, failure to specify the agenda, etc.),
If the 2/3 majority calculation is incorrect,
If it can be argued that some of the signatories do not own the property or do not possess a valid power of attorney,
If the decision taken is clearly contrary to the rule of law, the principle of good faith, or public order,
If a clear imbalance is created against the minority property owner (for example, exorbitant divisions of land between apartments of the same size, heavy liabilities).

Such claims can be brought before general courts depending on the specific circumstances of the case . The owner who disagrees with the decision must act not simply by saying "I don't want it," but with concrete legal grounds

5.3. Right to Demand Fair Price and Honest Valuation

The shares of owners who do not agree with the decision taken by a 2/3 majority are often put up for sale, with their value determined through a valuation report . This report includes:

It should reflect real market conditions
Taking into account comparable sales in the region,
Considering the location of the building, the condition of the plot, and its zoning value

It is expected.

Minority owner;

If they think the valuation is too low, they can get a report from their own expert
If necessary, legal action can be taken to determine or increase the price .
One could argue that the price set is excessive and infringes upon the essence of property rights.

5.4. Judicial Remedies Against Administrative Actions

Urban transformation often progresses in close connection with the decisions and actions of the administration

Demolition orders,
Licensing procedures,
Some administrative approvals and permits,
Public support and campaigns

Such processes are administrative in nature.

If a property owner who disagrees with the decision believes they have been directly affected by these actions, an annulment lawsuit in administrative courts . However, the time limits for these lawsuits are quite short; accurately determining the date of notification is crucial.

5.5. Final Stage: Protection of Constitutional Rights and Individual Application

Even after all domestic legal remedies have been exhausted, the right to property:

It was excessively restricted,
The intervention was unpredictable
An excessive burden was placed on the minority property owner

If this is considered, the owner can file an individual application with the Constitutional Court

This application serves as an important safeguard against the principle that property rights are not absolute and unlimited, but also cannot be arbitrarily restricted, even in the context of urban transformation

6. Obligations of Owners Who Do Not Agree with the Decision

While rights are crucial, the responsibilities are equally important. This is because urban transformation is not only about seeking redress, but also complying with legal obligations .

6.1. Obligation to Comply with Legally Valid Decisions

If there is a duly obtained and legally valid 2/3 majority decision, the minority owner:

Demolition,
The new project,
Share sale,
If you don't participate in the project, you'll get paid and leave

They may have to endure consequences such as these.

This is the aspect of urban transformation legislation of public interest . However, this obligation to tolerate does not mean that minority property owners "unable to claim anything ." The obligation does not eliminate their right to use legal channels to seek redress.

6.2. Obligation to Evacuate

Once the risky building designation is finalized and the evacuation period expires:

The owners,
Tenants,
third parties who actually reside in the building

This creates an obligation to evacuate the building.

If they are not evacuated;

The administration may resort to forced eviction
Law enforcement support may be requested
A rampant legal process may begin after the eviction (administrative fines, imposition of demolition costs, etc.).

Even if the owner disagrees with the decision, the building due to its risky condition and the necessity of demolition .

6.3. Compliance with Filing and Appeal Deadlines

In order for minority property owners to exercise their rights;

Recording the notification dates,
Not missing the deadlines for filing objections and lawsuits,
He shouldn't say, "Let me wait until the process is finished, then I'll see."

is required.

In urban transformation processes, most loss of rights the expiration of deadlines . Therefore, one of the most important obligations for property owners who do not agree with the decision is to be aware of deadlines and act promptly.

6.4. Non-abuse of rights

Some of the owners:

His statement, "I won't sign, I'll block the entire project," along with his exorbitant demands,
Putting forward unrealistic conditions,
Using delaying tactics solely to harm other property owners

This may constitute an abuse of rights.

In this situation, the majority of property owners may have the right to seek compensation and pursue other legal avenues against the minority owners

Therefore, a property owner who disagrees with the decision, their legitimate right to bargain , should act with legally defensible and reasonable demands; they should not adopt an obstructive attitude merely to delay the process.

7. The Process of Selling the Shares of Owners Who Do Not Agree with the Decision (Sale of Land Shares)

In situations where two-thirds of the owners disagree with a decision made by majority vote, one of the most critical stages of selling their shares . In practice, this is also referred to as "selling the land share".

7.1. Valuation Report (Appraisal)

First, a valuation study is conducted for the shares of the owners who did not participate in the decision. In this study:

Location of the building and land,
Development rights,
The values of similar properties in the region,
Project potential

A price is determined by taking criteria such as these into consideration.

This price the lower limit . In other words, theoretically, the shares should not be able to be sold for significantly less than this price.

7.2. Possibility of Sale to Other Owners and Auction

The share sale process typically follows these steps:

Firstly, other property owners will be given the opportunity to purchase the shares of the minority owners.
If the other owners do not purchase them or if there are not enough, the shares by auction .
If no buyer emerges, in some cases the administration or relevant public institutions may need to intervene.

What is important from the perspective of the minority property owner at this point is;

Ensuring the sales process is conducted properly
Making announcements and serving notices,
The price should be at reasonable levels.

7.3. Payment of the Sale Price to the Owner

The proceeds obtained after the sale of the shares constitute a receivable for the minority shareholder

The amount may be blocked in the owner's name at the relevant institution or bank
Payment is made when Malik applies
If there is a claim that the payment is insufficient, this amount can later be the subject of a lawsuit.

The important point here is that ownership ends with the transfer of shares, the monetary equivalent of that ownership, the consideration, continues to exist for the owner.

8. Common Problems Encountered in Practice

Although the 2/3 majority rule in urban transformation seems clear in theory, many problems are encountered in practice.

8.1. Irregular Meetings and Notifications

Failure to issue a meeting invitation, or an incomplete invitation,
Sending notifications to the wrong address when the owners have known addresses,
Failure to specify or vaguely mark the agenda,
The notification should be made to the tenant, not the landlord

These are common errors. Such irregularities can pave the way for the annulment of decisions.

8.2. Errors in Land Share Calculation

The land share of some independent units was written incorrectly,
Failure to take into account changes in land registry records,
Incorrect calculation of the shares represented by those who voted by proxy

This could make the 2/3 majority claim debatable.

8.3. The Valuation Report Not Reflecting the Truth

In some cases, it is argued that the valuation reports do not reflect the actual market conditions in the region, are not consistent with comparable sales, and inadequately assess the development potential.

The minority owner is in this situation:

You can obtain an alternative expert report
You can file a lawsuit to increase the fee
This could raise the claim of disproportionate interference with property rights.

8.4. Social Pressure Exerted on Minority Property Owners

The urban transformation process is not only a legal process, but also a social one. Minority property owners:

Being ostracized by neighbors,
Psychological pressure,
They might face statements like, "You're blocking all of our projects.".

This pressure environment can impair the owner's free will and may become important in future legal disputes.

9. Strategic Recommendations for Property Owners Who Do Not Agree with the Decision

A person who owns property but does not agree with the decision should not remain passive in order to protect their rights; they must act consciously and strategically.

Request and keep all documents in writing.
Meeting invitations, minutes, proposals, reports, draft contracts… Make and keep copies of all of them.
Seek expert opinions.
Obtain not only legal but also technical (architects, engineers) and financial (valuation experts) opinions. This way you can see if the project is realistic and if the proposed profit sharing is fair.
It's essential to have a lawyer review the draft contract.
Critical clauses such as delivery deadlines, penalty clauses, guarantees, rent to be paid in case of delay, and the transfer of common areas are often hidden between the lines.
Keep a calendar regarding deadlines.
Note the notification dates, and don't miss appeal and litigation deadlines. The "we'll look into it sometime" mentality is one of the biggest risks in urban transformation cases.
Be reasonable with the price you request.
Of course, it's your right to ask for what you deserve; however, completely unrealistic demands, far above market value, could create the perception of "bad faith" that could be used against you in the future.
Don't leave negotiations until the last minute.
Reaching an agreement becomes much more difficult when it comes to the valuation and sale stages. Constructive negotiation early on often yields results that benefit both you and the other property owners.

10. Warnings for Majority Owners as Well: Ignoring the Rights of the Minority is Dangerous

Even a group of property owners who hold a 2/3 majority should not adopt the attitude of "now we can do whatever we want.".

Because:

Allegations of procedural irregularities,
Compensation claims,
Allegations of constitutional rights violations

This can have very serious consequences.

Here are some key points that majority owners should pay attention to:

the decision-making process transparent , share the documents.
Offer a realistic and fair distribution of property to minority landowners
Avoid threatening statements such as, "If you don't sign, we'll leave you homeless.".
Manage the valuation process based on the principle of common good , not just the interests of the majority
Remember that in the long run, you'll be neighbors in the same project and the same building.

11. Conclusion: The 2/3 Majority Rule is a Mechanism for Finding an Equilibrium Point

The 2/3 majority rule in urban transformation is neither a "majority dictatorship" granting unlimited power to the majority, nor a system that leaves the minority completely helpless.

When properly understood and lawfully applied:

It enables faster renovation of buildings at risk of earthquakes
It significantly reduces blockages that have persisted for years
It provides minority property owners with reasonable protection and compensation.

However, when applied incorrectly:

Violations of property rights,
Cancellation lawsuits,
Long-running legal disputes,
Deteriorating neighborhood relations

It becomes inevitable.

Therefore, the 2/3 majority rule in urban transformation and the rights and obligations of property owners who do not agree with the decision , it is often the healthiest approach for both the majority and minority sides to conduct the process with legal support, in a documented, transparent, and planned manner.

Legal services, majority rule, legal consultancy, zoning law, urban transformation, risky building, risky building assessment

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