EGM – By telephone – is this valid??

Gees, lots of question there!

Perhaps I should respond to the most important one first, and then explain why.

In my opinion the EGM is not properly constituted because:

1) It’s doublful that even in 2014 ‘electroic meetings’ are legal. Even though that’s an excellent means to encourage participation and I employ on-line voting for General Meetings of our O/C, I’m of the opinion that a quorum must first be achieved at the physical location for the Meeting by those ‘present’ both personally and by proxy and entitled to vote. So even if the Secretary has “farmed” a whole lot of proxies with the assistance of your Strata Manager, she would still have to BE THERE in order to exercise those to achieve a quorum.

2) On the subject of “proxy farming”, whilst it’s not illegal (yet) if your Strata Manager has directed Owners to grant their proxies to the Secretary as opposed to just sending the papers to her, then to be kind that’s naughty, and if they’ve actually written the Secretary’s name or position name on the prescribed Form before sending it out to Owners then that’s illegal.

3) The Secretary was legally nominated and elected as a Member of the E/C, but if the other three nominated themselves (as opposed to nominating each other), then that too is illegal, as strictly speaking is their subsequent “vote” to appoint themselves because that should have occurred (and been Minuted) at the E/C Meeting following the conclusion of the AGM.

So in my opinion an EGM convened and proposed to be held as you describe would be illegal unless item (1) is complied with, and whilst I can’t comment definatively on the other items because I don’t know the finer details, the best means to “call it off” would be for you or a like-minded Owner to advise the Secretary that you want to attend the Meeting personally. Then, armed with sufficient proxies from all those like-minded “workers” who don’t want the Strata Manager to be reappointed and/or other matters to be resolved at the Thursday Meeting by the means proposed, move a Motion to adjourn the Meeting and then use the proxies to pass it.

If it’s too late for you to coordinate that approach, then you and/or the others who couldn’t attend the Meeting could apply for Sect 153 Orders to have all Resolutions invalidated on the grounds that the procedures of the Strata Schemes Management Act were not complied with, and that those Resolutions would have been determined differently if those procedures were followed.

Maybe let your Strata Manager know about a possible Application for Orders if they’re less than forthcoming with a venue or if you can’t get the numbes between now and Thursday.

I’m a migrating whale right now, and so I have to respond briefly whilst I have internet access.

Whilst I’ve not come across this particular shenanigan before, I reiterate that a physical Meeting needs to take place, where Owners can either attend personally (as you and like-minded Owners should do) or have their proxies tabled by the Secretary on the Form prescribed in the Act, where the Owner granting their proxy is required to themselves write-in the name of the recipient. 

One of your problems will be that proxies need to be given to the Secretary at or before the commencement of any General Meeting, so don’t hang onto them and present them to the Strata Manager on the day.

The salient points are that a Meeting cannot be “held by proxy” and further the pre-completed proxies are not in compliance with the spirit or the requirements of the Act.

So either attend the Meeting and, armed with your proxies and the personal attendance of like-minded Owners move that Motion to have the Meeting adjourned, and if all else fails seek those Sect 153 Orders; remember though that you’ll need to prove that the outcome/s of the Meeting would have been different had it been convened and held legally.

Back on the road now – maybe Jimmy et al can add something additional that will assist.

Now that I’m briefly in an area that’s within Telstra’s 96% wireless coverage envelope, and even though Panamenke’s EGM is over…..

YES dech, the Secretary (in this case) could “be” the Meeting, but there still needs to be a physical location for it so that those wishing to personally attend can.

With regard to those pre-completed proxies, in addition to those needing to be completed by the Owners granting them, if they authorise the proxy to vote on the Motion relating to the re-appointment of the Strata Manager (S.M.) then that Owner must have themselves shown their voting instructions for that Motion at Item 3 of the Form, and conversely if Item 3 is blank, then the proxy can’t be used for that vote.

Finally if Item 3 was also pre-completed by the S.M., then any proxy votes subsequently recorded against the Motion for their re-appointment would be invalid as they’d be conferring a pecuniary benefit (on the SM).

No problem; I’m glad that you and those like-minded Owners achieved a good outcome.

One last word of advice though, before you go too far into the selection process for a new Strata Manager, check the Agreement with she who “wished you peace”, and specifically those clauses about termination (before the end of the Agreement if that’s relevant), and about the hand-over of your Owners Corporation’s records and accounts to a new Strata Manager.

Remember as “peaceful” as yours may now be, outgoing Strata Managers often behave like outgoing Governments and bury their mistakes; in this case that’s your records!