Body Corporate and Community Management (Commercial Module) Regulation 2020 (Commercial Module)

TIME LIMIT - whether for good reason adjudicator should waive non-compliance with statutory time limits for making application; GENERAL MEETING - whether an extraordinary general meeting of the body corporate was validly noticed and held; GENERAL MEETING MOTIONS - whether the body corporate acted reasonably in deciding to pass 5 motions relating to a transfer of its common property.

Act, ss 94(2), 100(5), 242; Commercial Module, ss 45, 50, and 57

1. I declare the extraordinary general meeting of the body corporate held on 2 December 2024 (2024 EGM) is void.
2. I further declare, in addition and in the alternative, that the body corporate acted unreasonably and made unreasonable decisions when it decided to pass Motions 1(a), (b), (c), (d), and 2 at the 2024 EGM and that the body corporate's resolutions to pass those motions were, at all times, void.
3. The application is otherwise dismissed.

• [1] The applicant is challenging the validity of an extraordinary general meeting of the body corporate held in December 2024 (2024 EGM) and the validity of body corporate decisions made at that meeting.
• [2] The disputed 2024 EGM was called so the owners of the 4 lots in this commercial scheme could consider a proposal by the owner of Lot 1 (Calardu) that the body corporate authorise the transfer of 88sqm of common property to Lot 1 in exchange for 16sqm of Lot 1. A second related motion proposed that the body corporate authorise Calardu to lodge plans with the local council to demolish and relocate the existing common property toilet facilities for the scheme.
• [3] The applicant asserts that irregularities in the notice of the 2024 EGM meant he was not given a reasonable opportunity to attend and vote on the motions. As a result, he seeks an order that the meeting itself is declared invalid and void. He also says the motions themselves - which involve the disposition of common property requiring a resolution without dissent - were flawed and should be invalidated. Finally, he says the body corporate failed to act reasonably when it decided to pass the motions.
• [4] Calardu owns Lot 1 and Lot 3 in the scheme. Calardu opposes the application on the grounds it was made outside the time limit for applications for an order declaring void a general meeting or a resolution of a body corporate. It also opposes the application on its merits. It says that the notice for the meeting and the motions themselves complied with the applicable legislative requirements. As a result, it says the meeting was validly called and that the body corporate's resolutions to pass the motions are also valid.
• [5] For the reasons below, I am satisfied the body corporate did not act reasonably in the circumstances when it only gave owners instructions on how to join a general meeting, which was to be held wholly online and at which significant motions about transfers of common property were to be decided, less than 3 hours before the meeting.
• [6] Even if the 2024 EGM was valid, for the reasons given below, in addition and in the alternative, I am satisfied that the body corporate did not act reasonably when it decided to pass the disputed motions.
• [7] I have thus made orders invalidating both the EGM and the resolutions made by the body corporate at that meeting.

• [8] The scheme known as 7-9 Gibson Road Noosaville CTS 29830 (Gibson Road) is located, as the name suggests, in Noosaville. Gibson Road is registered as a building format plan of subdivision on SP127822 and consists of 4 lots and common property. The community management statement (CMS) for Gibson Road shows the scheme is regulated by the Commercial Module.
• [9] The applicant is the owner of Lot 2.
• [10] The respondent is the Body Corporate for Gibson Road.
• [11] Calardu Noosa Pty Ltd is the owner of Lots 1 and 3. Calardu's corporate nominee is the chairperson of the body corporate.[1]

• [12] The applicant initially applied for an interim order restraining the body corporate from taking steps to implement decisions it made at a general meeting. I made the interim orders sought.[2]
• [13] In my reasons for the Interim Order, I referred to the power of an adjudicator to vary or cancel an interim order and noted that affected persons could make a request that I do so. Calardu subsequently requested that the Interim Order be cancelled. After considering the request, for the reasons given in my supplementary order, I declined to cancel the Interim Order.[3]
• [14] The applicant then made this application for final orders to resolve the dispute. The Commissioner invited the respondent and all owners to make a submission on the application.[4] Calardu, as the owner of Lots 1 and 3, made a submission. The owner of Lot 4 also made a submission. The applicant inspected the submissions and provided a reply. A dispute resolution recommendation was made to refer the application to department adjudication.[5]
• [15] An adjudicator has jurisdiction generally for disputes between certain parties about a claimed or anticipated contravention of the Act or CMS, or about the exercise of rights or powers, or the performance of duties, under the Act or CMS.[6] Adjudicators are given a general power to make orders that are just and equitable in the circumstances to resolve those disputes.[7]
• [16] The parties to the dispute are the owner of a lot and the body corporate. This is a combination of parties provided for in the Act.[8] This application concerns disputes about the performance of duties, exercise of powers, and purported decisions made by the respondent. It also includes claims of contraventions of the Act. Prima facie I am thus satisfied the application falls within the dispute resolution provisions of the Act and within the jurisdiction of an adjudicator.
• [17] Calardu argues, however, that the application was made outside the time limit for challenging general meetings and motions decided therein. I will consider this threshold argument in the Analysis section below.
• [18] I investigated the application by reviewing the submitted materials, the CMS, and the registered survey plan.

• [19] The applicant explains Calardu own 2 of the 4 lots in the scheme, representing 82.8% of the lot interest entitlements.
• [20] There is no body corporate manager for the scheme. The applicant says it appears that Calardu performs the administrative functions of the body corporate, including the preparation and distribution of meeting notices and materials.
• [21] The applicant says on or around 31 March 2025, he received a notice for the annual general meeting (AGM) of the body corporate scheduled to be held on 16 April 2025. It says the AGM notice included minutes of an extraordinary general meeting purportedly held in December 2024 (2024 EGM).
• [22] The minutes of the 2024 EGM reveal that:
  1. the motions proposed by Calardu sought, among other things, body corporate authorisation for the transfer of a portion of the common property to Calardu as the owner of Lot 1 in the Scheme
  2. some of those motions involved the disposition of common property and therefore required a resolution without dissent, and
  3. Calardu was the only owner to vote at the purported 2024 EGM, and
  4. Calardu caused the body corporate to pass each of the motions it had proposed.
• [23] In April 2025, the applicant's solicitors wrote to the body corporate expressing concerns about the EGM and the resolutions. The applicant initially sought an undertaking from the body corporate that it would take no steps to implement the EGM resolutions and later requested an EGM be called so the body corporate could consider motions to rescind the resolutions. When no undertaking was received, the applicant sought interim orders.
• [24] By this application, the applicant now seeks final orders that:
  1. the extraordinary general meeting of the Body Corporate purportedly held on 2 December 2024 was at all times invalid and void;
  2. resolution 1(a) - 1(d) purportedly passed at the extraordinary general meeting of the Body Corporate purportedly held on 2 December 2024 was at all times void and unenforceable
  3. resolution 2 purportedly passed at the extraordinary general meeting of the Body Corporate purportedly held on 2 December 2024 was at all times void and unenforceable; and
  4. any further order the adjudicator considers just and reasonable in the circumstances.
• [25] The agenda for the 2024 EGM shows owners were being asked to consider 2 motions. Motion 1 was in four parts and proposed a transfer of common property to Lot 1 in exchange for part of Lot 1, plus the associated boundary realignment and necessary updates to the CMS.
• [26] Motion 2 sought body corporate authorisation for the owner of Lot 1 to lodge an application with the local council to demolish a toilet facility in the area that was to become part of Lot 1 and to install a new toilet facility in the area proposed to become part of the common property.
• [27] To summarise the application, the applicant is asserting there were several procedural irregularities with the notice for the 2024 EGM. He also says the chairperson should have ruled both Motion 1 (and its 4 sub-parts) and Motion 2 out of order at the 2024 EGM. Given the importance of the issue (disposal of common property) being proposed he says generally that none of the motions were worded with sufficient clarity and that each should be void for uncertainty. He also says the body corporate failed to act reasonably when decided to pass each of the motions.

• [28] Calardu made a submission as the owner of Lots 1 and 3.[9]
• [29] Regarding the notice for the EGM, Calardu says the applicant did not provide the adjudicator with all the relevant information. Specifically, Calardu says that:

1. on 20 October 2021, the applicant advised the body corporate that the address for service for the owner of Lot 1 was care of a commercial property management business via a PO Box or via a specified email address for that business (Business Email) 2. subsequently, a particular property manager (Property Manager) was appointed to manage Lot 2 for the applicant, with an email address (PM Email) that had the same company email suffix but with a difference prefix than the Business Email 3. following the appointment of the Property Manager to manage Lot 2:

(i) all body corporate notices and communications with Lot 2 were sent to the PM Email address and were actioned by the Property Manager > > (ii) the body corporate received correspondence relating to Lot 2 from the PM Email address and not from the Business Email, and > > (iii) neither the body corporate nor its chairperson received any objection from the applicant about the use of the PM Email rather than the Business Email address;

1. on 8 November 2024, an email (EGM Notice) was sent to the applicant at the PM Email address which:

(i) included the notice for the December 2024 EGM > > (ii) advised the meeting was to be held online via 'Teams', and > > (iii) included a voting paper and a proxy form

1. on the same day, the Property Manager confirmed that the EGM Notice had been sent to the applicant 2. between 11 November and 19 November, emails concerning the applicant's queries about the motions were exchanged through the Property Manager, with additional information provided by Calardu to the Property Manager in response 3. at 7.44 AEST on 2 December 2024, an email invitation was sent to the PM Email with instructions on how to join the online EGM which was to start at 10 am AEST

(i) the December EGM commenced at 10 am with Lots 1 and 3 represented by separate corporate nominees > > (ii) at 10.01 am AEST, the chairperson spoke with the Property Manager who said she was not attending the EGM nor did she have a voting paper from the applicant > > (iii) at 10.03 am AEST, the chairperson sent a text to the applicant but received no response; and

1. on 5 December 2024, the minutes from the 2024 EGM were emailed to the PM Email.

• [30] Calardu submits that the applicant took part in numerous discissions prior to the 2024 EGM about the matters to be considered at the meeting. As a result, it says the applicant was aware of the nature and import of the motions. It also says the applicant had the opportunity to vote on the motions by providing voting papers prior to the meeting, appointing a proxy to attend on its behalf, or by attending the 2024 EGM and voting there. It submits that although the applicant had opportunities to vote, it elected not to do. Calardu's submission also includes responses to the applicant's claims challenging Motions 1 and 2 and the body corporate's decisions to pass those motions.
• [31] The owner of Lot 4 also made a very brief submission stating:

It was decided without our permission and knowledge to redesign the toilet area and give approximately 70sqm to [Lot 1]. We have not been offered any form of compensation for this.

• [32] In responding to Calardu's submission about the claimed irregularities in the notice of the 2024 EGM, the applicant says:
  1. the 2024 EGM was to be held solely by electronic means, i.e., online via Microsoft Teams (Teams)
  2. neither the EGM Notice nor the cover email contained the details to enable a lot owner to attend the 2024 EGM via Teams
  3. Calardu admits that the details for joining the 2024 EGM online via Teams were not sent to him until 7.44 am on the day of the EGM
  4. the details for joining the 2024 EGM via Teams were sent to the applicant's property manager, and
  5. he denies receiving a text message from the Calardu representative at 10.03 am on the day of the 2024 EGM
• [33] For these reasons, the applicant says he was not given a reasonable opportunity to attend the 2024 EGM. He submits that the EGM Notice did not comply with section 45(2) of the Commercial Module because it did not include the details for attending the meeting.
• [34] The applicant also provides an explanation as to why he did not vote in advance of the 2024 EGM. He says the lack of appropriate explanatory materials for the motions left him with uncertainty about what was proposed and he had many queries. His property manager exchanged emails with Calardu about the motions. He also sought a meeting with Calardu to better understand the proposals and to make an informed decision when voting.
• [35] The applicant says he was under the impression that the 2024 EGM was not proceeding in December 2024 because his queries had not been addressed and he had not met with Calardu. He says his belief was further supported when he did not receive details to join of the Teams meeting for the EGM. The applicant says he the combination of circumstances led him not to submit a vote.
• [36] The applicant says he met with Calardu about its proposals for the property exchange and new bathrooms on 27 March 2025. He says at no time during the meeting did the Calardu representative indicate that the motions had been passed without the applicant's vote.
• [37] The applicant says he did not realise the 2024 EGM had proceeded until around 31 March 2025 when he received a copy of the notice for the AGM which included the minutes from the 2024 EGM.

• [38] I will firstly consider whether there is good reason for waiving the applicant's non-compliance with the time limit for bringing certain applications. I will then consider the alleged deficiencies in the EGM Notice and whether it is just and equitable to make the requested order that the 2024 EGM be deemed void and invalid. Finally, I will consider arguments about the validity of the motions themselves and whether the body corporate failed to act reasonably in the circumstances when it decided to pass the motions.

• [39] Section 242 of the Act provides that an adjudication application for an order declaring void either a general meeting of the body corporate or a resolution made at such a meeting must be made within 3 months of the meeting.[10]
• [40] However, the Act provides that an adjudicator may, for good reason, waive the non-compliance with those statutory time limits.[11] An adjudicator's discretion to waive the time limit has been described as "wide and unfettered."[12] Some of the factors that may be considered by an adjudicator when deciding whether there is "good reason" to exercise the discretion include, the length of the delay, the reason for the delay (including whether it was intentional or inadvertent), the effect of the delay on others, and whether the applicant would otherwise have been entitled to the relief.[13]
• [41] In the Interim Order, I stated I was satisfied in the circumstances and on the arguments proffered by the applicant that there was a sufficient likelihood that an adjudicator considering the application for final orders could decide for "good reason" to waive non-compliance with the statutory time limits. That, however, was not a final decision on the issue.
• [42] As I noted in the Supplementary Order at [32]:

... whether there is "good reason" to waive compliance with the statutory time limits for making an application for final orders in a multi-factoral inquiry. Some of the factors raised for consideration by the applicant include that the delay is relative short, it took action promptly once it realised the EGM had been held, the resolutions involve significant matters relating to the disposal of common property, and its position that, had the application been lodged on time, it would be entitled on the merits to the relief sought.[14]

• [43] The disputed 2024 EGM took place on 2 December 2024. Section 242 of the Act therefore required an application seeking an order declaring void the 2024 EGM or motions passed at the meeting to be made by 2 March 2024.
• [44] I accept that when the applicant met with Calardu on 27 March 2025 to discuss its motions/plans, he did not understand the 2024 EGM had been held and the motions passed. I accept his representation that it was not until his receipt of the AGM minutes on 31 March that he learnt or understood the 2024 EGM had proceeded in December 2024. The applicant's representations are consistent with the actions he took soon after, which included contacting his lawyers and seeking an undertaking that the motions would not be implemented. When his efforts at self-resolution were unsuccessful, he made this application in mid-May 2025. For these reasons I am satisfied there were genuine reasons for the delay.
• [45] Moreover, the primary purpose of the 2024 EGM was for the body corporate to consider the serious question of permanently relinquishing part of its common property. Where the resolutions had not been implemented at the time the application was made, I do not see any prejudice to the body corporate resulting from the delay in making the application to challenge the 2024 EGM and the resolutions.
• [46] I have also considered the effects of the delay on the owner of Lot 1. I am satisfied it was on notice from November 2024 that the applicant had concerns and questions about the motions it was proposing and that it knew as of 27 March 2025 that his questions remained unanswered. In those circumstances, I do not consider Calardu to be prejudiced by a waiver of non-compliance with the section 242 time limit.
• [47] For the above reasons, and where I am ultimately of the view that the applicant is entitled to the relief sought, I am satisfied there is good reason to waive the applicant's non-compliance with the statutory time limit for making this application.

• [48] The first order sought by the applicant is a declaration that the 2024 EGM was at all times invalid and void.
• [49] As grounds for the order, the applicant claims there were procedural irregularities with the 2024 EGM, including that:

1. The December 2024 EGM was not properly noticed because

(i) the applicant requested in writing in 2021 that the body corporate send notices for the lot to a specific email address or to a postal address > > (ii) the body corporate did not send the EGM Notice to either of the addresses specified by the applicant, and > > (iii) although the EGM Notice addressed to the applicant was sent to another email address, defective service cannot be cured by asking a recipient to forward the notice to the applicant; and

1. The EGM Notice and the holding of the EGM did not comply with the legislation in circumstances where:

(i) the EGM was held solely "online" and the applicant is not aware of any resolution of the body corporate authorising meetings to be held in that format > > (ii) the general practice of the body corporate was to hold general meetings in Lot 1 with electronic attendance as an option, and > > (iii) the EGM Motion did not comply with section 45(2) of the Commercial Module because it did not include the details for attending the meeting.

1. The applicant was prejudiced because he was not given a reasonable opportunity to attend the 2024 EGM.

• [50] Calardu disputes these claims and opposes the order sought on the grounds that the December 2024 EGM was validly called and held where:

1. the EGM was called by a committee member and the EGM Notice complied with the requirements of the Commercial Module because

(i) it was sent to all owners on 8 November 2024 which was 24 days before the 2 December 2024 EGM, which met the 21 days' notice requirement of section 49 of the Commercial Module, and > > (ii) the notice contained all of the information required by section 45 of the Commercial Module, including the time and place (online via Teams) of the proposed EGM, the agenda, a proxy form, a corporate nominee form, and a voting paper

1. the applicant in fact received the EGM Notice from his property manager and had an opportunity to vote in advance of the 2024 EGM or alternatively to appoint a proxy to vote on the applicant's behalf at the 2024 EGM 2. section 48 of the Commercial Module did not require explanatory notes for the motions to be included with the EGM Notice, and 3. a quorum was present at the 2024 EGM where 2 out of the total 4 voters attended, which complies with section 57 of the Commercial Module.

• [51] Calardu says further that, at 7.44 am AEST on the morning of the 2 December 2024 EGM, the applicant's property manager was emailed the 'Teams' invitation to join the EGM which was to start at 10.00am AEST online. Calardu also says its representative (the chairperson) called and spoke with the property manager at 10.01am to ask whether she was attending or had a voting paper for the applicant. It says she responded "no" to both questions.
• [52] Calardu also says its representative sent a text to the applicant's mobile phone at 10.03 am but did not receive a response from the applicant.
• [53] Finally, Calardu notes that the owner of Lot 4 also did not attend the 2024 EGM.

• [54] The applicant argues that the EGM Notice was not "given" to him as required by the legislation because it was sent to the PM Email and not the Business Email he had specified.
• [55] Courts and adjudicators have found general meetings and motions may not be rendered invalid simply because of a procedural deficiency that is of an insubstantial nature and does not materially prejudice anyone.[15]
• [56] In the present case, even though there may technically have been a procedural deficiency, I am satisfied the applicant received actual notice of the 2024 EGM. In those circumstances, he did not suffer any material prejudice from the notice being sent to the PM Email and I do not consider it would be just or equitable to invalidate the 2024 EGM on this basis.

• [57] The issue of the meeting being held entirely electronically and whether the details in the EGM Notice for the 2024 EGM were sufficient to comply with the legislative requirements is somewhat more complex.
• [58] The covid pandemic precipitated an increase in the popularity of meetings being conducted over the internet in an "online" or virtual format and a rise in bodies corporate offering voting by electronic means. Some changes were made to the body corporate legislation as a result.
• [59] Arguably, however, there remain some outstanding questions about how and when a body corporate can hold online meetings and use electronic voting. Moreover, as one adjudicator has observed, some of the statutory provisions "sit uneasily with virtual meetings."[16]
• [60] Holding meetings online (whether partially or wholly) and allowing voting by electronic means is relevant to several aspects of the procedural requirements for general meetings. Those aspects include the place of the meeting, how voters may be present and counted for quorum requirements, and how the place of the meeting must be noticed.

• [61] In terms of where a general meeting may be held, section 50 of the Commercial Module provides that:

(1) A general meeting must be held not more than 15km, measured in a straight line on a horizontal plane, from scheme land.

_(2) However, the meeting may be held more than 15km from scheme land if - _

(a) the committee notifies the owners of its intention to hold the meeting at a stated place more than 15km from scheme land, and allows the owners a reasonable opportunity to object in writing to the proposed place by a stated date; and

(b) at the end of the stated date the committee has not received written objections to the proposed place of meeting by or for owners of at least 25% of the lots included in the scheme.

• [62] One adjudicator is of the view that a meeting held entirely online would satisfy this requirement because an online meeting is not held more than 15km from scheme land.[17]
• [63] In the present case, even if a wholly online meeting is not considered to be within 15km of scheme land, the EGM Notice clearly stated the meeting was to be online via Teams. I am satisfied there is no indication the applicant nor any other owner provided a written objection to the "proposed place of meeting."

Quorum (attendance) requirements for a general meeting

• [64] General meetings are also subject to quorum requirements, including that a certain number of voters must be "present" at the meeting. A voter is considered "present" for quorum calculations if they are physically present, if they have appointed a proxy for the meeting, or cast a vote (hard copy or electronic) before the meeting.[18]
• [65] Since the 2020 amendments to the regulations, a body corporate can also now decide by ordinary resolution that the "present personally" requirements are met "if the voter can cast a vote at the meeting by electronic means."[19] For quorum purposes, teleconferencing and videoconferencing are given as examples of "an electronic means."
• [66] Accordingly, a meeting held entirely online may comply with the quorum regulations if sufficient votes are received before the meeting or if a body corporate has passed the requisite motion.
• [67] In opposing the application, Calardu simply asserts that "2 voters out of a total of 4 voters attended the December EGM," which it says met the quorum requirements. Calardu does not explain how those voters "attended" in satisfaction of the quorum requirements.
• [68] The EGM minutes show that no voting papers were received before the meeting. As a result, the 2024 EGM would only comply with the quorum requirements if the body corporate had previously decided by ordinary resolution that a voter would be "present personally" at a general meeting if they attended and were able to vote via videoconference.
• [69] The applicant says it is unclear whether the body corporate has previously decided by ordinary resolution that owners may attend and vote via videoconference at a general meeting.[20] The body corporate, its chairperson, and Calardu were on notice of this assertion but did not refute it either by argument or by presenting evidence of an ordinary resolution of the body corporate to this effect. I infer, in accordance with the principles articulated in Jones v Dunkel,[21] and supported by the applicant's assertion that prior meetings were held both physically in Lot 1 and electronically, that the body corporate had not passed such a resolution.
• [70] My analysis, however, does not end there. Although I am satisfied the holding of the 2024 EGM exclusively online likely failed technically to meet the quorum requirements, I am not satisfied it would be just or equitable to declare the meeting void solely on this ground. The applicant was on notice of the 2024 EGM and that it was to be held solely online. He did not register any objection to the meeting being held only in that format.

• [71] The requirement that a body corporate give notice of an EGM in accordance with the regulations may also be affected where a meeting is to be held solely online.
• [72] Section 45 of the Commercial Module relevantly provides that:

(1) Written notice of a general meeting must be given to the owner of each lot included in the community titles scheme.

(2) The notice must state the time and place of the proposed general meeting.

• [73] At issue here is whether a notice simply stating the meeting is to be held at "Online via Teams", with a covering message that "an invite will be sent out closer to the date" is sufficient to meet the above notice requirements for the place of the meeting.
• [74] As it stands, in my opinion, the requirement that an EGM Notice includes the "place" of the meeting does not expressly require a body corporate to include instructions or a link for owners to participate in a wholly online meeting.[22] While it may be prudent or preferable that a body corporate does so, in my view, the legislation does not currently expressly require it. Nor am I prepared to find such a requirement is implied.

• [75] In addition to complying with the procedural requirements for noticing and holding an EGM, however, the committee has an overarching statutory duty to act reasonably.[23] In my view, that duty applies to administrative decisions made by the chairperson about when owners are to be given the instructions for joining an online general meeting.
• [76] The term "act reasonably" is used in the ordinary sense of the words to mean that the actions - the process of considering an issue - must be genuine, evidence-based, and rational.[24] To be rational in making a decision means that a body corporate is required to evaluate relevant factors that have a bearing on the issue and to ignore irrelevant factors.[25] The specific factors to be considered will vary depending on the context of the decision and the scheme.
• [77] In terms of noticing the 2024 EGM and providing instructions how to participate, I am satisfied the circumstances were that:
  1. the 2024 EGM was called so the body corporate could consider proposals by the owner of Lot 1 about a permanent disposition of common property to that owner
  2. the email attaching the EGM Notice advised the meeting would be via Teams and "an invite will be sent out closer to the date" but did not provide with any specificity when such an invite to join the meeting would be sent
  3. the committee was on notice - through the chairperson's dual role as a member of the committee and the representative of the lot owner proposing the motions at the EGM - that at least one of the owners had unresolved questions about the motions and had asked for a meeting to clarify, and
  4. the chairperson had agreed to meet with the applicant to discuss the motions but as of the date of the 2024 EGM, no meeting had occurred.
• [78] In those circumstances, I am not persuaded the committee acted reasonably in deciding to issue owners with details about how to join such an important EGM less than 3 hours before the meeting was due to start.[26]
• [79] Where I am satisfied the body corporate acted unreasonably, I consider it just and equitable to make an order declaring the 2024 EGM was void and invalid.

• [80] The owner of Lot 1 proposed by Motions 1 and 2 at the 2024 EGM that the body corporate decide to:

(a) RESOLVED BY resolution without dissent that the body corporate agree to transfer part of the common property to Lot 1 on SP 127822 in exchange for part of Lot 1 being transferred to the body corporate as common property, as depicted in proposed Survey Plan 215255.

(b) FURTHER RESOLVED by ordinary resolution that the Chairperson and one other committee member be authorised to sign all documents required to affect the boundary realignment including transfers, Survey Plan 215225.

(c) FURTHER RESOLVED by ordinary resolution that the body corporate accept the transfer of part of Lot 1 on SP 127822 as depicted in proposed Survey Plan 215225.

(d) FURTHER RESOLVED by resolution without dissent that the body corporate adopt the new community management statement in the form circulated with the notice of meeting to give effect to the above boundary realignment.

(a) RESOLVED by resolutions without dissent that the body corporate agree to the lodgement of plans to Noosa Council by the owner of Lot 1 to demolish the existing toilet block and relocate it to a new location as per the draft plans and letter in attachment B.

• [81] The applicant says the wording and explanatory materials for each of the above motions and the sub-parts were deficient in several respects. More specifically, that:

(i) sufficient details of the area of common property to be transferred to Lot 1 or the area of Lot 1 that was offered in exchange and failed to include copies of the current survey plan to allow comparison with the proposal for property exchange > > (ii) the current use of the common property to be transferred and whether the part of Lot 1 it is being "exchanged" for can or will be used for the same purpose > > (iii) which party - Calardu or the body corporate - would bear the costs of the transfers > > (iv) a valuation of either the common property of the part of Lot 1 being exchanged, which would inform the stamp duty payable, nor > > (v) any relevant conditions or consideration for the transfer

1. Motion 1(b) does not specify which documents - whether a certificate for the purposes of section 131(5)(a) of the Commercial Module - the body corporate was authorising to be signed

(i) the explanatory notes reference a landowner consent form for a development application (DA), but no copy of the proposed DA is included > > (ii) a consent form is arguably not required to affect a boundary realignment, and > > (iii) the boundary realignment requires Titles forms (transfers and a survey plan), which are not referenced

1. Motion 1(c) is described as an 'ordinary resolution' but is describing the incorporation of land into the common property requires authorisation by resolution without dissent pursuant to section 37(1) of the BCCM Act

1. Motion 1(d), which sought authorisation to record a new CMS, did not include a copy of the proposed new CMS, and 2. Motion 2 did not provide:

(i) any relevant documentation for, or any details of, the proposal relating to the relocation of the toilet facilities > > (ii) a copy of the DA application referred to in Attachment B > > (iii) project documentation relating to tenders or quotations for proposed demolition or construction works, nor > > (iv) information about who is responsible for the costs, risks, and liabilities of both demolition of the old facilities and construction of the new facilities.

• [82] For the above reasons, the applicant says each of the sub-parts of Motion 1 and Motion 2 should have been ruled out of order as void for uncertainty.
• [83] In addition and in the alternative, the applicant says the above deficiencies mean that the body corporate failed to act reasonably when it decided to pass each of the parts of Motion 1 and Motion 2.
• [84] In response, Calardu (as the owner of Lots 1 and 3) claims the body corporate validly passed each of the parts of Motion 1 because those lots cast votes in favour of the motion and neither the applicant nor the owner of Lot 4 voted against the motions. Calardu rejects the applicant's claims about the sufficiency of the information included with the motions. It says being "void for uncertainty" is not one of the grounds under section 56 of the Commercial Module for ruling motions out of order.
• [85] Calardu rejects the specific assertions about each of the motions and says:

(i) the parcels of land at issue could not be determined until the council approved the demolition of the old common property bathroom and approved the construction of a new bathroom in the new location, and > > (ii) a reasonable person "would have inferred from the EGM Notice read as a whole, together with the material that accompanied the EGM Notice, that the Lot 1 owner intended to pay all costs associated with the parcels of land to be transferred."

(i) the motion authorises the body corporate to sign "all documents" required to give effect to the boundary realignment > > (ii) the legislation does not require all documents to be included with the EGM Notice > > (iii) it requires a landowner consent to be able to lodge a development application with council for its approval to realign the boundaries, demolish the existing bathroom and construct new facilities, and > > (iv) the landowner consent is a document the body corporate was authorised to sign

1. Motion 1(c) did not require authorisation by resolution without dissent because it proposed, pursuant to section 136 of the Commercial Module, that the body corporate authorise the acquisition of land for the use and enjoyment of owners and occupiers

1. Although it acknowledges Motion 1(d) was not accompanied by a copy of the proposed new CMS, Calardu says to consent to the recording of a new CMS, section 54(3) of the Act provides the body corporate does not need to have before it a copy of the new CMS in the form it is to be recorded, and 2. For Motion 2, it rejects the alleged deficiencies and says:

(i) the details of the proposed replacement bathroom facilities were included as Attachment B to the EGM Notice > > (ii) the valuation of the parcels could not be determined until council approved the demolition of the old facilities and construction of the new ones, and > > (iii) regarding the costs, that a "reasonable person would have inferred from the EGM Notice read as a whole, together with the material that accompanied the EGM Notice, that the Lot 1 owner intended to pay all costs associated with the parcels of land to be transferred"

• [86] Assuming the 2024 EGM was validly noticed and held, the applicant claims in the alternative that the body corporate failed to act reasonably when it decided to pass each of Motions 1(a) to (d) and Motion 2.
• [87] In making each of those decisions to pass Motions 1(a) to (d) and Motion 2 at the 2024 EGM, the body corporate was required by section 94(2) of the Act to act reasonably. For the applicant to prevail, I must be affirmatively satisfied the body corporate contravened the Act by failing to act reasonably when it made those decisions.[27] In other words, I must be satisfied that when making its decisions about each of the motions, the body corporate failed to evaluate factors that were relevant in the circumstances or relied on irrelevant factors.[28]
• [88] If I am satisfied it acted unreasonably in deciding to pass the motions, I have a broad general power to make an order (including a declaratory order) that is just and equitable to resolve the dispute.[29] If satisfied the body corporate's decision to pass a motion at a general meeting was unreasonable, I am expressly empowered to make an order declaring it invalid.[30]
• [89] Assuming for the purposes of this analysis that the 2024 EGM was validly noticed and held, I am satisfied the circumstances are as follows:

1. each of the disputed motions was proposed by the owner of Lot 1 for consideration by the body corporate 2. the owner of Lot 1 was effectively proposing by the disputed motions that the body corporate:

(i) transfer the 88sqm of common property currently housing the scheme's joint bathroom facilities to Lot 1 in return for 16sqm of Lot 1 > > (ii) authorise the chairperson and one other committee member to sign all documents necessary for the transfers of property and boundary realignment > > (iii) accept the transfer of part of Lot 1 > > (iv) resolve to adopt a new CMS to give effect to the boundary realignment, and > > (v) authorise the owner of Lot 1 to make an application for development approval from council "to demolish the existing toilet block and relocate it to a new location as per the draft plans and letter in attachment B"

1. the motions or explanatory materials did not include:

(i) a copy of the development application relevant to Motion 2 > > (ii) any information or conditions about which party was to be responsible for the costs associated with the 2 transfers of land, the registration of a new CMS, changes to title, the demolition of the old bathroom facilities, or the design and construction of new facilities > > (iii) any information about which party was responsible for organising or would bear the risks of the above, nor > > (iv) any valuation of the respective parcels of land or any offers of compensation to the body corporate (financial or otherwise) for the net loss of common property

1. several of the motions were required to pass by resolution without dissent, thereby giving each owner a "veto" power for those motions

(i) the owners of Lots 2 and 4 had a right to choose whether to exercise their right to vote before the meeting or at the meeting[31] > > (ii) although the owner of Lot 4 made a submission that the disputed motions were "decided without our permission and knowledge" the owner did not respond to my investigations seeking more details, and > > (iii) the owner of Lot 2 understood the owner of Lot 1/chairperson had agreed to meet with him to provide additional information about the motions and while he had actual notice of the 2024 EGM, his agent was not given directions how to attend the meeting until 3 hours before the meeting.

• [90] In my view, in those circumstances, when presented with each of the parts of Motion 1 and Motion 2, a notional body corporate acting reasonably would have considered first and foremost what (if anything) it was getting in return for permanently relinquishing part of its common property. Another factor relevant to each of the motions was which party was to be responsible (financially and operationally) for the transfers of scheme land and for the relocation of the scheme's common property bathroom facilities.
• [91] For the following reasons, I am persuaded on the balance of probabilities that the body corporate failed to adequately consider these highly relevant factors when deciding whether to pass the disputed motions which caused it to make unreasonable decisions.
• [92] Although Calardu argues the respective parcels of land could not be valued until "council approved the demolition of the old facilities and construction of the new ones" it does not explain why not.
• [93] Further, the motions and explanatory notes are silent as to who bears which costs relating to the two transfers of parts of scheme land. I do not accept Calardu's suggestion that it was implicit from the EGM Notice as a whole that it, as the owner of Lot 1, intended to pay "all costs associated with the parcels of land to be transferred." While that may have been Calardu's intention, in my opinion, that intention is not clear from the EGM Notice nor is there is anything in the proposals that the body corporate could rely on to compel Calardu to do so.
• [94] Moreover, even if it could be inferred from the EGM Notice that the owner of Lot 1 was the party to be paying for the transfers of land, there was no information about which party was to be responsible for the demolition of the old scheme bathroom facilities or who was to organise the design and construction of new facilities. Nor, critically, was there any information or conditions about who was to pay for either.
• [95] It is not surprising this information was not included in the EGM Notice because it appears these details were yet to be decided. On 11 November 2024, the owner of Lot 1/chairperson advised the applicant's agent that:

The initial intention here was to completely strip and upgrade the common area toilets, which were built over 20 years ago and well past their used by date .... The plan now is to demolish the toilet block, absorb the footprint into the store and pull the toilets forward so customers don't do the ridicules mase walk around the world. I have done a lot of initial investigations into fire and plumbing and this is the best way to achieve this**. I am not anticipating any capital raising for this**. But I am not there on the final financial plan yet. Lot 1 is getting a valuation done and as the strata, the strata is getting a plan of the new toilets done. I am happy to call if the owner want to discuss direct. (my emphasis added)

• [96] Where the decisions about costs and financing had not been finalised, valuations had not been obtained, and there is a lack of clarity about which party is responsible for which aspects, I am satisfied the body corporate did not have the necessary information to be able to rationally consider key factors relevant to its decision-making and to make a legally reasonable decision.
• [97] For all the above reasons, I am thus satisfied the body corporate failed to act reasonably and made unreasonable decisions when it decided to pass each of Motions 1(a) through (d) and Motion 2. In the event I may be wrong about the validity of the EGM itself, I therefore consider it just and equitable to also make orders pursuant to Schedule 5, Item 8 of the Act declaring the body corporate's resolutions to pass those motions were at all times void.
• [98] Where I have made orders invalidating the resolutions about Motions 1 and 2 on the basis the body corporate acted unreasonably in deciding to pass them, I do not consider it necessary to consider the applicant's arguments that the motions were so lacking in information that they should have been ruled out of order by the chairperson.

• [99] I have made orders for the reasons given above.

[1] The natural person who acts as the corporate nominee of Calardu thus acts in two different roles. He acts as a representative of Calardu, in its capacity as an owner of lots in the scheme. He also acts as the chairperson representing the Body Corporate for Gibson Road.

[2] See 7-9 Gibson Road Noosaville [2025] QBCCMCmr 170 (Interim Order)

[3] See 7-9 Gibson Road Noosaville [2025] QBCCMCmr 222 (Supplementary Order)

[6] See Sections 227, 228, and 229(3) of the Act

[9] For some of the correspondence referenced in the submissions, it is not entirely clear whether the Calardu representative was acting in his capacity as chairperson or as an owner.

[10] See Section 242(1) and (2) of the Act

[11] See Section 242(4)(b) of the Act

[12] See Kulcsar & Ors v Body Corporate for Larnaca Court CTS 10467 [2016] QCATA 47 (Kulcsar) at [8]

[13] Kulcsar at [12]; Zenith [2025] QBCCMCmr 200 at [45]; Poinciana Vistas [2025] QBCCMCmr 140 at [14]

[14] 7-9 Gibson Road Noosaville [2025] QBCCMCmr 222

[15] See e.g., Lovel v The Body Corporate for The Reserve (No 2) [2018] QCATA 169 at [34] discussing adjudicator powers and the oft-cited Wei-Xin Chen v Body Corporate for Wishart Village CTS 19482, Appeal 4080 of 2000, District Court Brisbane, 29 May 2001 (Unreported); see also Carroll & Ors v Body Corporate for Palm Springs Residences CTS 29467 [2013] QCATA 21, paras 22-23

[16] See Adjudicator Stone's discussion of this issue in Glenhaven Estate [2024] QBCCMCmr 177 at [21]- [24] in the context of a scheme regulated by the Standard Module.

[17] See Glenhaven Estate at [23]; see also Circa Metro [2025] QBCCMCmr 389 at [32]. I note other legislation expressly deems a virtual meeting to be held at a certain place, for example, section 249RA(1)(c) of the Corporations Act 2001 (Cth) deems a wholly virtual meeting as being held at the place of the registered office of the company.

[18] See Section 57(1) of the Commercial Module

[19] See Section 57(2) and (5) of the Commercial Module

[20] I note there is a distinction between attending a meeting via electronic means and voting electronically.

[21] [1959] HCA 8; (1959) 101 CLR 298 and as discussed in O'Donnell & Anor v Body Corporate for Magic Mountain Apartments [2020] QCATA 153 at [81]

[22] In contrast, other legislation expressly requires that a notice of meetings using virtual meeting technology must include "sufficient information to allow the members to participate in the meeting by means of the technology." See e.g., Section 249L(1)(a)(iii) of the Corporations Act 2001

[26] The circumstances presented in this application are different to those in Circa Metro, in which an annual general meeting was changed to be wholly online due to Cyclone Alfred and owners were advised of the change on the day of the meeting. See Circa Metro [2025] QBCCMCmr 389 at [9]-[11]

[27] This is not a dispute about whether a motion requiring a resolution without dissent failed to pass because of opposition that in the circumstances was unreasonable. Such a dispute attracts a different test. See Ainsworth v Albrecht [2016] HCA 40

[30] See Schedule 5, Item 24 of the Act

[31] See Section 62 of the Commercial Module