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There was no quorum at our AGM, but the meeting proceeded as if there were and all the motions were voted on, so the Strata Manager could get the feel of how we would have voted had there been a quorum. We have been told that a notice for an Adjourned meeting will be sent next week, but no-one has to attend the meeting, as the Strata Manager has the feel and the vote counts from the AGM that didn’t have a quorum. Is this correct? I did not realise that the meeting could proceed and votes be taken and counted without a quorum. From reading your posts I understood that only those who now will attend the adjourned meeting will have their votes counted.
Cappy
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Carol – I don’t know what State / Territory you’re in, but in NSW it’s customary although not desirable in my opinion, for Strata Managers to request attendees at a General Meeting that’s necessarily adjourned (e.g. due to no quorum) to provide open proxies in his/her favour for use at the reconvened Meeting in order to negate the need for those Owners to again attend.
Apart from personally re-attending at the reconvened General Meeting, a proxy is the only way that those Owners originally in attendance can then vote on the Motions to be put, so if you and the other attendees wish of your own volition, as opposed to the Strata Managers expedient request, to grant proxies then at least indicate clearly how you each wish him/her to vote on each Motion.
So in summary your understanding is correct; there was no quorum, there was no Meeting, there could be no vote, and psychic or not whatever it was that your Strata Manager “felt” that a vote may have been that’s of no consequence.
My advice – unless you and the others are completely satisfied with all Agenda Motions and they’re all innocuous in your opinion/s, then either provide new proxies including voting instructions on each Motion OR personally attend the reconvened Meeting; both options will invalidate any proxies that any of you may have granted.
Maybe it was “the vibe”.
(refer The Castle)
This is a practice fraught with danger.
All it would take is one or two owners to turn up to the adjourned meeting and vote against “the vibe” of the owners at the original meeting.
Any proxies given to the strata manager after the scheduled start of the original AGM should be considered invalid as they should be received by the secretary prior to the meeting date/time (and at least 24 hours before for a large strata scheme).
You need at least one owner in attendance (physically or by proxy) at an adjourned meeting for it to proceed so if the Strata Manager has no valid proxies allowing him/her to cast a vote at the adjourned meeting and no owners physically turn up then the adjourned meeting will not be able to proceed.
@just get on with it said:
Any proxies given to the strata manager after the scheduled start of the original AGM should be considered invalid as they should be received by the secretary prior to the meeting date/time (and at least 24 hours before for a large strata scheme).
But the proxies aren’t for that meeting they are for the adjourned meeting that will take place in 7 days time, and then the SM can hold the meeting because he has all the proxies from the people at the first meeting.
Seems to me a sensible soloution otherwise everyone has to turn up again for the rescheduled meeting.
If these proxies weren’t allowed just 1 owner could turn up at the adjourned meeting and decide every motion based on his vote which would be totally unfair.
Actually KP, the adjourned meeting is not a new meeting but an adjournment of the originally scheduled AGM. Therefore when the Act states that the proxies must be received prior to the meeting this refers to the scheduled meeting date and time (not it’s adjournment).
This is exactly why the practice outlined below is fraught with danger and owners wishing to have their vote count should turn up at the adjourned meeting.
That’s right – an adjourned meeting isn’t a new meeting, it’s a continuation of the one that was adjourned.
The law is that where proxies are required to be lodged before the time of a meeting, further proxies can’t be lodged after an adjournment of the meeting and prior to the adjourned meeting. (this is settled law) Any proxies put in after the adjournment are not valid.
So you either turn up at the adjourned meeting and vote, or nothing.
I had previously formed the opinion that JGOWI must have some sort of legal background, and this discussion confirms it for me.
I can see the legal argument that an adjourned meeting is not a new meeting, something I was unaware of previously.
However, one twist.
For a “small” strata scheme (100 or fewer Lots), proxies may be submitted “at or before the meeting”.
Yes – but you have to give them to the Chair at the commencement of the meeting. That way you can figure out if you have a quorum.
@scotlandx said:
The law is that where proxies are required to be lodged before the time of a meeting, further proxies can’t be lodged after an adjournment of the meeting and prior to the adjourned meeting. (this is settled law) Any proxies put in after the adjournment are not valid.So you either turn up at the adjourned meeting and vote, or nothing.
This seems an incredible stupid rule because the people who did the right thing and turned up to the origional meeting are now disenfranchised unless they turn up for the adjourned meeting. They cannot lodge a proxy or have their say unless they go to the adjourned meeting.
Can you blame people for not attending AGM’s if they have to put up with this sort of stupidity.
It isn’t stupid – it provides certainty. There has to be a cut-off point for proxies, pretty much all notices of meeting provide for that, i.e. proxies to the manager prior to commencement, if someone comes to the meeting they can bring it with them. The adjourned meeting is a continuation of the original meeting so you can’t restart the clock in terms of proxies.
I am not so sure of the numbers, but how many adjourned meetings are there?
Going back to the original query, the manager has got it completely wrong. There was no quorum, so unless enough people attend in person at the adjourned meeting there will again be no quorum and no meeting, which is what JGOWI said at the outset.
Scotty,
I can’t see the phrase “at the commencement of the meeting” anywhere in the Act (for “non-large” strata schemes), only “at or before the meeting”, so I interpret it literally.
Although many SMs state it your way for their own convenience.
Your argument makes sense in one respect – it’s no good keeping a proxy in your back pocket if it means the meeting will be adjourned due to lack of quorum.
But if a meeting is adjourned due to lack of quorum, surely the first thing the Chairman does on re-convening is to re-count the voters+proxies so he knows whether he can start the meeting or has to wait half an hour.
And the whole purpose of adjourning the meeting was to obtain a quorum, so why not accept new proxies as well as new voters?
@scotlandx said:
Going back to the original query, the manager has got it completely wrong. There was no quorum, so unless enough people attend in person at the adjourned meeting there will again be no quorum and no meeting, which is what JGOWI said at the outset.
Hate to do this but I don’t think that’s what the Act says. According to my reading of the relevant clauses, if there is no quorum the meeting is adjourned for seven days. When the meeting is resumed seven days later, whoever is present and entitled to vote constitutes a quorum. This is what the Act says:
12Quorum
(1) A motion submitted at a general meeting of an owners corporation must not be considered, and an election must not be held, unless there is a quorum present to consider and vote on the motion or on the election.
(2) There is a quorum for considering and voting on such a motion or at such an election only if:
(a) at least one-quarter of the number of persons entitled to vote on the motion or at the election is present, either personally or by duly appointed proxy, or
(b) at least one-quarter of the aggregate unit entitlement of the strata scheme is represented by the persons who are present and entitled to vote on the motion or at the election, either personally or by duly appointed proxy.
(4) If a quorum, as provided by subclause (2), is not present within the next half-hour after the relevant motion or business arises for consideration at the meeting, the meeting stands adjourned for at least 7 days.
(5) If a quorum, as provided by subclause (2), is not present within the next half-hour after the time fixed for the adjourned meeting, the persons present personally or by duly appointed proxy and entitled to vote constitute a quorum for considering that motion or business.
On the matter of the proxies given after the meeting has been adjourned not being valid, I think we have to look at the pragmatics of the situation. In other words, has anyone ever heard of a decision being overturned because the meeting was adjourned and the people present offered poxies. I ask this because CTTT Adjudicators have a lot of leeway to reject applications to overturn decisions that aren’t unfair or unjust.
Remember, there are no StrataCops running around issuing infingement tickets. Decisions have to be challenged and technicalities don’t hold as much sway in the CTTT as they do in courts of law. Here’s what the Act says:
163 Dismissal of application on certain grounds
(2) If the ground for an application for an order under this Part is:
(a) the absence of a quorum at a meeting, or
(b) a defect, irregularity or deficiency of notice or time,
an Adjudicator may, by order, dismiss the application if the Adjudicator believes that no substantial injustice has resulted.
Sounds to me like any challenge to an AGM decision based on the fact that proxies were presented after the initial meeting was adjourned, even though technically invalid, wouldn’t hold much water at the CTTT.
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I totally agree with Jimmy’s comments it is a fair and eqitable soloution to the situation. Remember we are not talking about a meeting of the UN to make world changeing decisions we are talking about a meeting of owners to decide on what happens to their strata over the next 12 months.
It’s basically what would happen in QLD in the same situation and it gives those people who did the right thing and showed up at the origional meeting a chance to record their views without having to attend yet another meeting in 7 days time.
It may not be strictly legal but I believe as Jimmy does that common sence should prevail if it ever got taken to CTTT.
Jimmy may well be correct and the likelihood of the CTTT overturning a decision on this basis may be small.
I’m sure that there are many owners corporations running their adjourned AGM’s like this but I for one wouldn’t want my strata manager to suggest a practice that is contrary to the Act. Where do you draw the line?
Is this practice acceptable for small schemes where no significant decisions are being made? Possibly.
Is this practice fraught with danger if there are any significant decisions or special resolutions on the agenda? Definitely.
Another relevant issue comes to mind… my strata manager has a standard AGM agenda item regarding their ‘re-appointment’ every year. There is no way for this motion to be carried unless there are other owners or proxy holders present apart from the strata manager as the strata manager will be unable to vote on the motion.
Just to clarify, the way it works is that where proxies are required to be lodged prior to a meeting or at the commencement of the meeting, further proxies can’t be lodged after adjournment of the meeting and prior to the adjourned meeting.
So if you attended the meeting, you could provide a proxy for the purposes of the adjourned meeting, provided you gave it before the meeting was adjourned.
I agree with Jimmy that the CTTT would be unlikely to reverse decisions where the resolutions are just standard, and kiwipaul is right, we are not talking about earth-shattering decisions in most cases.
However, it is not a good practice, and I don’t think the CTTT would be happy if the resolutions were more substantive ones, such as a resolution to carry out major building works, a resolution to engage a lawyer and commence legal proceedings, or a resolution to make a special by-law.