Becks.95 [2025] QBCCMCmr 387 (4 November 2025)

• some members of the body corporate committee resigned and the positions have yet to be filled, and
• the committee is considering whether to approve a proposed change to the shareholding of its caretaking service contractor;

• the body corporate must fill the committee vacancies
• the committee must not approve the proposed change until all vacancies are filled and it has considered various factors identified by the applicant
• the body corporate must ensure the caretaking service contractor keeps a daily log of its activities, and
• the committee should have its powers circumscribed, and the caretaking service contractor should be compelled to keep a daily log of its activities, on an interim basis until the application can be decided.

Act, ss 100(4)-(5), 279(1); Accommodation Module, ss 10(4), 40(1)(a), 133.

• [1] Three of four members of the body corporate committee have resigned over the last month or so at a time when the committee is considering whether to approve proposed changes to the shareholding and guarantor of TPS United Pty Ltd. TPS is engaged as Becks.95's caretaking services contractor.
• [2] The committee must appoint replacement committee members, or call a general meeting to appointment them, within one month.[1] Mr Di Gregorio is an ordinary member of the committee and says the deadlines to replace the committee members are 29 October and 11 and 13 November. The first date has already passed without a replacement being appointed, and the committee chairperson has suggested the committee might remain at only four members until the next annual general meeting in mid-2026.
• [3] Mr Di Gregorio would not like the reduced committee to make a decision on the proposed changes to TPS' shareholding. He would prefer the decision was made by a full committee after consideration of "all reasonably required due diligence materials".
• [4] He is also concerned about TPS' performance of its duties and would like it to keep a daily log of its activities.
• [5] He seeks orders in the following terms:

Any decision about the TPS share transfer/assignment and any guarantor release must only be made after:

(b) all reasonably required due diligence materials (covering competence, character, qualifications, financial standing, relevant contractual compliance, etc.) have been provided to all committee members; and

(c) the committee records reasons in its minutes demonstrating consideration of those maters and the body corporate's obligation to act reasonably.

Within 14 days, the body corporate must adopt and implement an ongoing, reasonable performance-monitoring system consistent with the caretaking engagement (e.g., a daily cleaning/maintenance log aligned with duties), recording at least: date; time on and off site; tasks performed; and hazards/defects observed. The committee may modify the template from time to time, provided the minimum content is maintained. The caretaker is required to complete entries as the work is performed and attach the log to each monthly report. The body corporate must give the report and log to all committee members within two business days after month-end, minute receipt and retain them as records. This order does not vary the Caretaking Service Agreement.

The body corporate must comply with Accommodation Module reg 40 for casual vacancies; for the current vacancies (Secretary 29 Sep 2025; Ordinary members 11 and 13 Oct 2025), if not already filled by committee appointment, the chairperson or body corporate manager must issue a general meeting notice within 7 days of these orders and hold the meeting within 28 days thereafter to fill the vacancies. Decisions must be minuted under reg 63 and records kept under reg 220.

• [6] Until the application can be decided, Mr Di Gregorio seeks the following interim orders:

For 60 days, or until final orders are made (whichever occurs first), the body corporate must not decide on, implement, or take any step to progress any TPS share transfer/assignment or any guarantor release.

From the next business day and for 90 days (or until final orders), the committee is directed to implement an interim daily cleaning/maintenance log aligned with the caretaker's duties. The caretaker is required to complete the log as the work is performed and attach it to each monthly report. Copies must be provided to all committee members within two business days after month-end and kept as body corporate records. This order does not vary the Caretaking Service Agreement.

If any of one-month casual vacancy deadline is missed (Secretary: 29 Oct 2025; Ordinary members: 11 and 13 Nov 2025) or if committee quorum is lost before final orders, then for 45 days (or until final orders):

(a) the committee must defer non-urgent, discretionary decisions until the committee is lawfully restored; and

(b) the chairperson or body corporate manager must issue a general-meeting notice to fill the vacancies.

• [7] I am only concerned with the interim orders at this stage. Interim orders may be granted if warranted by the nature or urgency of the circumstances.[2] They are only appropriate where an applicant raises serious legal questions with prospects of success at final orders.

• [8] Mr Di Gregorio is correct about the need to fill the casual vacancies on the committee. Section 40(1) of the Accommodation Module says:

Within 1 month after the position of the member of the committee becomes vacant, the committee must -

(a) if the number of its members has not fallen below the number required for a quorum -

(i) appoint a person who is eligible to be a member of the committee to fill the vacancy; or

(ii) call a general meeting of the body corporate to choose a person to fill the vacancy...

• [9] The committee is not at liberty to leave the positions vacant until mid-2026. If the body corporate does not correct the situation beforehand, I am likely to order it to fill the positions when the application is decided.
• [10] However, there is nothing in the Act or Accommodation Module to indicate that the committee's powers ought to be limited until the positions are filled. To the contrary, the Act indicates that the committee may continue to govern despite any electoral irregularities:

If persons, honestly and reasonably believing that they are the committee for the body corporate, make a decision while purportedly acting as the committee, the decision is taken to be a decision of the committee despite a defect in the election of 1 or more of the persons.[3]

• [11] That does not strictly apply to the present circumstances, but it weighs against reading into the Act some limitation on the powers of the committee when committee vacancies are unfilled. As does the fact that a committee can have as few as three members without any limitation on its powers.[4]
• [12] It follows that there is no statutory basis for limiting the committee's ability to consider the proposed sale of shares in TPS. In fact, it is not clear that body corporate consent for the sale is even required under the Act. Body corporate consent would be required for a transfer of the caretaking service contractor's engagements, but that does not seem to be what is proposed.[5] TPS is to remain Becks.95's caretaking services contractor though its shareholding will change. But even if that could correctly be characterised as a transfer of the management rights, the Accommodation Module would allow the committee to approve it notwithstanding any unfilled vacancies.[6]
• [13] Mr Di Gregorio hopes to prescribe the matters the committee must consider before approving the sale of shares in TPS; namely, "all reasonably required due diligence materials (covering competence, character, qualifications, financial standing, relevant contractual compliance, etc)". They largely reflect the matters the body corporate "may" have regard to when deciding whether to approve a transfer of a caretaking service contractor's engagement.[7] But this is not a transfer, and those factors are not mandatory considerations even if it was.
• [14] The committee is required to act reasonably when making decisions,[8] which includes considering all relevant circumstances. But it is not my role to prescribe in advance the matters the committee must consider.

Statutory demands aside, what considerations, conditions and circumstances are relevant and how much weight each deserves is usually for the decision maker to decide on the basis of the subject matter, scope and purpose of the inquiry at hand.[9]

• [15] The committee is entitled to weigh up Mr Di Gregorio's concerns and make its decision in the first instance. For all we know at this stage, the committee may well consider all the matters Mr Di Gregorio has identified and there may be no dispute about them and no role for an adjudicator. If not, and Mr Di Gregorio feels the committee failed to act reasonably, he can identify how and seek whatever orders he thinks are necessary to correct matters.
• [16] Mr Di Gregorio also seeks the implementation of a daily cleaning/maintenance log. There is no statutory basis for this order. Neither the Act nor Accommodation Module require that of a body corporate or its contractors. To the extent that TPS' contracts with the body corporate might require a log to be kept, the issue is beyond my jurisdiction.

• [17] I am not satisfied serious legal questions have been raised that justify the interim orders. There is an issue to resolve with respect to the unfilled committee vacancies, but that alone does not warrant limiting the committee's powers in the manner sought.

[9] Justice Carmody, Body Corporate For Beaches Surfers Paradise v Backshall [2016] QCATA 177 at [40].