Body corporate meetings - Part 2
Category Property Management
Body corporate meetings - Part 2 - Annual General Meetings
Article by Zerlinda van der Merwe - Paddocks
There are 3 different types of meetings in sectional title schemes, namely trustee meetings, dealt with in the first part of this series of articles; annual general meetings; and all other general meetings, which are called special general meetings.
Annual general meetings
In this second article, we will be dealing with annual general meetings ("AGM"). In terms of Prescribed Management Rule ("PMR") 17(1) of Annexure 1 of the Regulations to the Sectional Titles Schemes Management Act, 8 of 2011 ("the STSMA"), the body corporate must hold an AGM within 4 months of the end of each financial year. However, in terms of PMR 17(2), if all members, in writing, waive their right to an AGM and agree to the motions that deal with all the business of the meeting, the body corporate is not obliged to hold an AGM.
The trustees, by majority resolution, call the AGM, and must ensure that, in terms of PMR 15(1), at least 14 days' written notice, indicating the place, date and time of the AGM, is given to all members, registered bondholders, all holders of future development rights and the managing agent, unless any person entitled to receive notice waives their right to do so in writing, as provided for in PMR 15(2).
The notice must be accompanied by:
- an agenda, setting out the prescribed items of business as dealt with in PMR 17(6);
- a copy or comprehensive summary of all documents that will be considered and approved by members;
- and the proxy form in the prescribed format, as required in PMR 15(3).
In terms of PMR 15(6), notice of an AGM must be delivered to members at their service address.
Before the business of the AGM may proceed, a quorum of members or their duly authorised representatives must be present. In this regard, in terms of PMR 19, a quorum, for a scheme of less than 4 primary sections, is two thirds of the total votes of members in value, and for any other scheme, the quorum is members entitled to vote and representing one third of the total votes of members in value. However the value of the votes held by the developer and the body corporate must not be taken into account, so as to ensure fair representation of the membership of the body corporate.
In terms of PMR 15(5), registered bondholders, holders of future development rights and the managing agent may attend the AGM, and may speak on any matter on the agenda, but, acting in those capacities, they are not entitled to propose any motion, or to vote. Should the members resolve that these parties presence would unreasonably interfere with the interests of the body corporate or any person's privacy, these parties will not be entitled to attend that part of the AGM.
A member may table their vote personally, or be represented by proxy at the AGM, provided that no person may hold proxies for more than 2 members. Any motions proposed at the AGM do not need to be seconded, as provided for in PMR 20(1), and must be adopted by a majority resolution of members, calculated only in value, except for special or unanimous resolutions, which will be dealt with in part 3 of this article series.
In terms of PMR 20(2), any member, in arrears with their levy account, or in breach of the conduct rules of the body corporate, following a court or adjudication order, is not entitled to vote on ordinary resolutions tabled at the AGM. The votes held by the body corporate are similarly considered abstentions, as provided for in PMR 20(3).
The chairperson, in terms of PMR 20(8), must announce the outcome of each vote, including the number of votes cast for or against a resolution, at the AGM.
Should any items of business, requiring member approval, not be approved at the AGM, the resolution not to approve the document must include the reasons for non-approval, and the trustees must revise the document and submit it to another general meeting for approval as soon as reasonably possible, until it is approved.
As with the minutes of trustee meetings, as dealt with in part 1 of this article series, in terms of PMR 9(e), the trustees must compile minutes of each AGM, and distribute these to the persons entitled to receive notice of the AGM not later than 7 days after the meeting. Furthermore, in terms of PMR 27(4), any member may request access to, or copies of, such minutes within 10 days of their written request.
Article reference: Paddocks Press: Volume 14, Issue 03
Posted In: Paddocks Press Newsletter | 27 Mar 2019
This article is published under the Creative Commons Attribution license.
Author: Zerlinda van der Merwe - Paddocks