The Bare Basics of Sectional Title AGM's

bare-basics-of-sectional-title-agm3 Bare Basics of Sectional Title AGM's

The Sectional Title Act and Sectional Title Management Act can be extremely complicated.

Below is a synopsis of everything that you need to know when it comes to Sectional Title AGM's.

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Importance to be an active Body Corporate Member

1) Members can be personally liable for judgement debt of the Body Corporate (BC).

Section 15(1) of the STSM Act

2) Investment Value of Personal Unit/s.

Who do you trust to manage your investment?   

Can you leave your investment's future value in the hands of someone else?

When should an AGM be held?

Within 4 Months after Financial Year End [PMR 17(1)]

Deviations
If a  directive was given by CSOS i.e. Covid-19 Lockdown to postpone AGM
When all members waive the right in writing to hold AGM [PMR 17(2)]

Notice Period
General Resolutions: 14 Days [PMR 15(1)]
Special or Unanimous Resolution: 30 Days
Proposed resolutions should be attached [STSMA 6(2)]
Deviations must be approved in writing.

Notice Documents
  1. Agenda
  2. Copy or a comprehensive summary of all documents to be considered or approved at the meeting
  3. Incl. administrative budget + reserve fund budget
  4. Proxy Form [PMR 15(3)]

Proxies

The amount that can be held: Maximum 2 per person [STSMA 6(5)]
Who should have a proxy?
  1. Unnatural member: Company, Trusts, CC, etc.
  2. Joint ownership: i.e. unit in name of both husband and wife [PMR20(7)]
  3. Any member who cannot attend and wish to have a vote.
  4. Dual Agreement: Proxy must be signed by both parties [PMR 20(5)]

Votes

By Value: As per PQ Allocation [STSMA 6(6)]
By Number: One member = one vote
i.e. one company = one vote STSMA 6(7)
Voting cards
  • To be handed out at GM [PMR 17(6)(a)]
  • Kept for a minimum of 60 days [CSOSA 41(1)]

Deviations from Quotas [STSMA 11]

Who can NOT vote?  
Member with outstanding fees after judgement [PMR 20(2)(a)]
Member in breach of conduct rule after court or adjudicator order [PMR 20(2)(b)]

Procedures of an AGM

  1. Order of Business:
  2. Confirm proxies, nominees, persons representing members
  3. Issue voting cards [PMR 17(6)(a)]
  4. Determine quorum [PMR 17(6)(b)]
  5. Quorum depends on the motion to be passed.
  6. Elect person to chair meeting PMR 17(6)(c)
  7. Proof of notice or waivers of notice [PMR 17(6)(d)]
  8. Approve agenda [PMR 17(6)(e)]
  9. Approve minutes of previous general meeting [PMR 17(6)(f)]
  10. Deal with unfinished business [PMR 17(6)(g)]
  11. Deal with any business in sub-rule 5 [PMR 17(6)(h)]
  12. Receive reports on activities of trustees
  13. Reports of committees [PMR 17(6)(j)(i)]
  14. Approve schedules of insurance replacement values (Sub-rule 23(3)) [PMR 17(6)(j)(ii)]
  15. Determine extent of insurance cover [PMR 17(6)(j)(iii)]
  16. Approve budgets – Administrative + Reserve Fund [PMR 17(6)(j)(iv)]
  17. Consider Annual Financial Statements [PMR 17(6)(j)(v)]
  18. Appoint Auditor [PMR 17(6)(j)(vi)]
  19. Determine number of trustees [PMR 17(6)(j)(vii)]
  20. Elect trustees [PMR 17(6)(j)(viii)]
  21. Report on lodgement of amendments to schemes management rules or conduct rules [PMR17(6)(k)]
  22. Any new or further business [PMR 17(6)(l)]
  23. Give direction or impose restrictions in section 7(1) of Act [PMR 17(6)(m)]
  24. Dissolve Meeting

Chairperson of AGM

Who: 
Chairperson of trustees unless otherwise resolved at the meeting [PMR 18(1)]

Duties of Chairperson: 
  1. Maintain order in accordance with the common law of meetings [PMR 18(3)(a)]
  2. Ensure motions and amendments within scope of notice and power of meeting [PMR 18(3)(b)]
  3. Schemes rules, minute book, and other relevant documents available at the meeting [PMR 18(3)c)]
  4. Act fairly, impartial and courteously to all members [PMR 18(3)(d)]
  5. Everyone express views without disturbance or interruption [PMR 18(3)(e)]
  6. Adjourn meeting if unable to continue [PMR 18(3)(f)]
  7. Make decisions on point of the procedure [PMR 18(3)(g)]
  8. Surrender chair to temporary chairperson elected by members for the period during which the chairperson wishes to engage in the debate of any item. [PMR 18(3)(i)]
  9. Chairperson must not attempt to influence members views [PMR 18(4)(a)]
  10. May not disclose in advance to vote how the chairperson will be voting. [PMR 18(4)(b)]

 General Meetings or Round Robin

  • 1) Resolution must be specified in the notice - 30 days' notice
  • 2) Minimum Two budgets: Administrative budget & maintenance budget
  • 3) Third possible budget: EUA Budget (Costs specific to members with EUA)

Minutes

PMR 9(e) – distributed within 7 days after meeting

Each resolution needs to be in writing with votes for and against recorded. PMR 20(8)

PMR 17(6)(f) – approved by ordinary resolution at next AGM

PMR 14(4) – trustees vote in writing.Must give signature

Delivery of documents can be in an email if stated in management rules.

Vote by number

Only one vote per member.

Legal person owner of 50% of units: 1 vote only per legal entity.

Shared ownership of the unit, i.e. married couple: 1 vote

Voting at AGM

  • Approval of financial statements - These are not to be "approved" at all. Per PMR 17(6)(j)(v) and PMR 26(4), the AFS need to be considered, not approved. So the members can comment on the AFS but do not have the power to "approve" it. So members do not vote on this item.
  • Confirmation of the minutes of the previous AGM - These need to be approved by the members by ordinary resolution [PMR 17(6)(f)]
  • Consideration of the audited financial statements. - See comments under "approval of financial statements" above.
  • Approval of budget - Remember, "budgets", not "budget". These need to be approved by ordinary resolution [PMR 17(6)(j)(iv)].
  • Insurance renewal - See PMR 17(6)(j)(iii) for the insurance matters that have to be voted on at the AGM. Any other insurance matters may be dealt with (and therefore voted on) by the trustees subject to section 7(1) of the STSMA.
  • Managing Agent Quotation - the fees to be paid to the MA must be included in the scheme's administrative fund budget and therefore approved by the members by ordinary resolution.
  • To retain auditor- the appointment of the scheme's auditor is to be approved by ordinary resolution at the AGM [PMR 17(6)(j)(vi)]
  • To retain domicilium citandi et executandi of the Body Corporate - PMR 4(1) says the body corporate must determine its domicilium citandi et executandi from time to time. As PMR 17 does not require this to be done at a general meeting, the trustees are entitled to make this decision by passing a trustee resolution (subject to section 7(1) of the STSMA as always),
  • Voting for trustees- to be done by ordinary resolution at the AGM [PMR 17(6)(j)(viii)]

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Do you find the abovementioned information still very confusing?

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Friday, 03 February 2023

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