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General Meetings

A general meeting of owners must be held within three months of the commencement of a primary community corporation's end of financial year [Community Titles Act 1996 (SA) s 82(1)]. This meeting is referred to as the 'annual general meeting'. The annual general meeting of a secondary or tertiary community corporation must be held within six months after the commencement of each financial year [s 82(2)].

However, the by-laws of a corporation with only two lots may say that an annual general meeting does not have to be held [s 35(1)(a)].

The rules about calling general meetings apply to both the annual general meeting and any other general meeting of owners.

A general meeting may be called by [s 81(1)]:

  • the presiding officer, treasurer or secretary of the corporation;
  • any two members of the management committee;
  • a member or members of the corporation the value of whose lot entitlement or combined lot entitlements is 20 per cent or more of the aggregate value of all the lot entitlements;
  • a member or members of the corporation who holds, or who together hold, 20 per cent or more of the total number of community lots in the scheme; or
  • on the order of the Magistrates Court following an application under s 141 (see: Disputes).

At least fourteen days written notice of a general meeting must be given [s 81(2)]. The notice must set out the day, time and place of the meeting, and the meeting agenda [ss 81(2), 81(4)].

The day, time and place of the meeting must be reasonably convenient to a majority of the members of the corporation [s 81(3)].

Agenda

The agenda of every general meeting must include [s 81(5)]:

  • the text of any unanimous or special resolutions to be moved at the meeting; and
  • a motion confirming the minutes of the previous general meeting.

In the case of the first statutory general meeting, the agenda must also include [s 80(2); Community Titles Regulations 2011 (SA) reg 15]:

  • the appointment of the presiding officer, treasurer and secretary;
  • the custody of the corporation's common seal and the manner of its use;
  • the corporation's recurrent and non-recurrent expenditure in its first financial year and the amount to be raised by contributions from owners of community lots to cover that expenditure;
  • the appointment of an auditor of the corporation's accounts in its first financial year or a special resolution that the accounts for that year need not be audited;
  • whether the policies of insurance taken out by the developer are adequate;
  • whether the corporation should establish a management committee;
  • the delegation of functions and powers by the corporation;
  • whether the by-laws of the scheme need amendment.

In the case of all subsequent annual general meetings, the agenda must also include [Community Titles Act 1996 (SA) s 81(5)(d); Community Titles Regulations 2011 (SA) reg 16]:

  • presentation of the accounts for the previous financial year;
  • contributions to be paid by members for the current financial year;
  • presentation of copies of the corporation’s insurance policies required by the Act (see Insurance);
  • presentation of any expenditure statements required by the Act (see Financial Management);
  • if the corporation must have its annual statement of accounts audited (see Financial Management), the appointment of an auditor of the accounts for the current financial year;
  • the appointment of the presiding officer, treasurer and secretary of the corporation;
  • other appointments to be made or revoked by the corporation at the meeting;
  • discussion of the policies of insurance required by the Act to be held by the corporation;
  • the number of applications for relief made under Part 14 of the Act (see Disputes) and the nature of the claims or disputes the subject of those applications;
  • proposed controls on expenditure by delegates of the corporation;
  • if it is proposed to enter into a contract, or renew or extend a contract, with a body corporate manager
    • the text of the resolution to enter into, or renew or extend, the contract; and
    • where and when a copy of the contract or proposed contract and the explanatory pamphlet (see Body corporate managers) can be viewed or obtained by members of the corporation.

Quorum

To work out the quorum required for a general meeting, divide the total number of members entitled to attend and vote by two, ignoring any fraction resulting from the division, and add one [Community Titles Act 1996 (SA) s 83(4)].

Members may be present in person or by proxy or, if applicable, via remote communication.

If a quorum is not present, the meeting must be adjourned for at least 7 days, but no more than 14 days, and written notice must be given to members of another meeting. If a quorum is not present at the second meeting, those present are entitled to work as a 'quorum', which means they can legally make decisions. [ss 83(5), 83(6)]

Attendance by remote communication

The by-laws of a corporation may make provision for attendance and voting at meetings by members by means of telephone, video-link, Internet connection or any similar means of remote communication. If the member complies with the requirements in the by-laws, they may attend and vote at a meeting by remote communication. [s 83(6a); Community Titles Regulations 2011 (SA) reg 16A(3)(a)]

Alternatively, a member may request the secretary of the corporation, in writing, to attend and vote at the meeting by means of remote communication. If the secretary of the corporation makes the necessary arrangements to receive and record the member's attendance and voting at the meeting by remote communication, and the member complies with any requirements of the secretary in relation to the request, then the member may attend and vote at the meeting by remote communication [Community Titles Act 1996 (SA) s 83(6a); Community Titles Regulations 2011 (SA) reg 16A(3)(b)]

A corporation is under no obligation to provide facilities for remote communication to members [Community Titles Act 1996 (SA) s 83(6a)].

Chairing of general meetings

Presiding Officer as chair

The presiding officer chairs general meetings of the corporation but a body corporate manager may be appointed by the meeting to fulfil that role.

In the absence of the presiding officer a person (including a body corporate manager or an employee of the manager) present at the meeting may be appointed to chair the meeting [s 83(3)].

Body corporate manager as chair

If it is proposed that the corporation's manager, or an employee of the manager, will chair a meeting of the corporation, a majority of those present and entitled to vote at the meeting must agree to this [s 83(3a)].

In addition, the manager or employee must inform the meeting, before any vote is taken [Community Titles Regulations 2011 (SA) reg 16A(2)]:

  • of any proxies the manager holds for the meeting, and that the proxies are available for inspection (in accordance with the rules for proxy voting);
  • that the manager may only chair the meeting if a majority of those present and entitled to vote agree;
  • that the manager may only vote on the question of who is to chair the meeting if the manager holds proxies specifically allowing them to vote on this;
  • that he or she has no right to prevent any member from moving or voting on any question or motion.

Disclosure of interest by chair

Any person chairing a meeting who has a direct or indirect pecuniary interest in any matter to be voted on at the meeting must disclose the nature of the interest to the members present at the meeting before the vote is taken, even if they themselves cannot or are not voting on the matter. Failure to do so is an offence with a maximum penalty of $15 000. [Community Titles Act 1996 (SA) s 85(2a)]. However, an owner of a community lot is not obliged by section 85(2a) to disclose an interest that he or she has in common with all of the owners of the community lots [s 83(2b)].

General Meetings  :  Last Revised: Wed Sep 5th 2018
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