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[Costa]

Our Strata Manager recently organised a ‘paper meeting’ with our Strata
Committee which resulted in his company being reappointed. Nobody went but
he had what he calls ‘voting papers’ from 2 committee members out of 7. That
doesn’t appear to be a quorum.
The NSW Office of Fair Trading says: When does a quorum exist? The quorum fora strata committee meeting exists when at least half of the appointed members
are present.
Additionally, no agenda was posted anywhere and no minutes either. There are,
however, minutes hidden away at the back of 42 pages of paperwork for our AGMnext week.
What should we do?

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[Sir Humphrey]

At the very least, an item for discussion at the AGM. The purported meeting was ‘recent’ and the AGM is in one week. Therefore, it seems reappointing the manager could have waited till the AGM which would have been the proper forum for the decision. 

Do you have 7 members of the committee or is it 7 members of the whole owners corp? If the decision was made just by the committee, it was invalid for that alone. This is a decision for a general meeting. If the 2 people attended what was purported to be a general meeting, where was the meeting notice that should have gone to all owners?

What to do depends on whether you would like to continue with this manager in spite of the poor behaviour. If you would want to continue, you could propose a motion that would validly appoint the manager. IE you can remedy an improper process by retrospectively doing it properly. 

If you don’t want to reappoint, then you might need to discuss at the AGM then the incoming EC could instigate the process for calling a general meeting to properly appoint a different manager. 

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[Costa]

Thank you for responding Sir Humphrey.

The Strata Committee is 7 in our Sydney block of 40. The meeting was characterized as a ‘strata committee meeting’. I say ‘characterized’ because it doesn’t really seem to be a meeting of any sort. It was back in April. No notice, now quorum, no minutes posted as required; just hidden at the back of the AGM agenda which has just been mailed out for next week’s AGM. 

As I say above, ‘voting papers’ were apparently received by 2 out of the 7 SC members.

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[Sir Humphrey]

As I routinely mention as a caveat, I am in the ACT so less familiar with other states’ legislation. However, if it is like the ACT, the committee does not have the authority to appoint the managing agent. That is a job for the OC at a general meeting. 

Also, if any committee member wants to call a meeting they have to give every other member 7 days notice unless all agree to less. So, here at least, the meeting notice would have been invalid and also the decision made was invalid. 

Management agreements generally have a run on clause which would allow management to continue after the last year of the agreement at that last year’s fee amount until the OC had a general meeting. So, I don’t think there is any argument that it was urgent and necessary to reappoint.

I would say you could threaten to go to the Tribunal for an order that the management is continuing on a month to month basis on the old agreement until and general meeting can be called at which the new EC could present the OC with one or more options to choose from to appoint a manager. 

If the manager accepts that this is the situation, then you don’t need to go to the Tribunal. If they don’t accept the situation, then you carry out the threat. 

Obviously, you need to check what applies from the Act re managing agent appointment where you are, but it seems the invalid meeting notice and lack of quorum would be enough. 

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