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Topic
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At a recent AGM it was voted on to have an EC of 4 people.
2 people put their hands up to nominate and 2 others, who weren’t present at the AGM, were nominated and voted in.
The managing Agent, who chaired the meeting, was asked if the 2 people who weren’t present had sent him a notice before the AGM that they were willing to serve if nominated.
The Managing Agents answer was NO.
Since the AGM of last October there has been One EC meeting with all four people present and they are continually sending e-mails back and forth discussing problems in the building and what to do.
The chair is one of the people who didn’t nominate personally.
The Managing Agent doesn’t want to discuss the issue and the EC states that they have legal advice that the EC was legally elected.
Some Owners believe this is incorrect and a EGM should be called to elect the EC properly.
The Owners feel that any items on an Agenda and voted on by all 4 members on the EC at an ECM may be invalid.
Also at an EGM can the number of EC members be changed to say 5 or 6?
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Replies
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The EC is elected at the AGM, I don’t think you can use an EGM in that way. You could put resolutions to remove the members but those would be special resolutions, and then if they succeeded you would need to replace the members.
Who nominated the members? To me that is the issue rather than whether they consented. Were there valid nominations either in writing or by owners at the AGM?
I think an EGM could pass a resolution that henceforth the size of the EC shall be (say) 6, which would stand until a later general meeting decided that it should be some other number. However, the EC is only elected at the AGM.
I would think that the pragmatic thing is to accept that the two who were elected without written evidence of their willingness to be nominated were properly elected. Clearly they were wiling or they would have resigned.
If the two were properly nominated and they have acted as EC members then I don’t see what the problem is, they have effectively consented by acting. At the most it is a procedural irregularity, and I don’t think that would affect the validity of any decisions made by the EC.
If you have concerns regarding how the AGM was run you need to take that up with the strata manager – I know they can be difficult, it can take a lot of work so your first point is to make sure you know how a meeting should be run. If most members are concerned they will back you. Another way of dealing with it is to have the Chair of the EC chair the meeting.
In terms of how the EC makes decisions, if they want to make decisions then they have to follow the requirements such as giving notice of an EC meeting, and including proposed items that will be considered at the meeting. If they don’t do that, and they make a decision such as to spend a large amount of money, then the decision can be challenged.
One thing that bothered me was the EC getting legal advice in relation to their election. I presume the OC paid for that advice. There should have been a valid EC decision to obtain that legal advice, and I don’t see any reason why the other owners shouldn’t see that advice.