Carlisle [2025] QBCCMCmr 167 (20 May 2025)

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

GENERAL MEETING PROCEDURES - where the scheme's annual general meeting is to be held more than three months after its end of financial year - whether to make an order that the meeting will be not be invalid for being held late.

Act, s 227(2); Standard Module, s 83

1. An annual general meeting of the Body Corporate for Carlisle held by the end of June 2025 will not be invalid solely because it is held more than 3 months after the end of the scheme's financial year.

• [1] Carlisle CTS 9233 is a 35-lot scheme situated in Kangaroo Point, Queensland. It is governed by the Standard Module.
• [2] By way of this application, the Body Corporate for Carlisle is seeking an order granting it permission to hold the scheme's 2025 annual general meeting (AGM) outside the relevant timeframe set by the legislation.
• [3] Section 83 of the Standard Module requires an AGM to be held, each year, within 3 months after the end of the scheme's financial year. This timeframe exists for several reasons, including ensuring accountability and access to information about the operation of the scheme. A body corporate should always endeavour to comply with this timeframe.
• [4] The Body Corporate for Carlisle says the scheme's financial year end date is 28 February which means it should hold its AGM by 31 May 2025. It explains the body corporate is undertaking a full review of the scheme's by-laws and after multiple revisions of the by-laws, it requires more time to finalise the AGM materials. It also says the number of public holidays through April and May this year has further exacerbated the issue of having the revisions done in a timely manner. It also says the lawyer who has been assisting with the task has been on leave in May and this has further delayed the process.
• [5] The body corporate requests an order granting permission to hold the AGM outside the 3-month time period after the financial year end date. It says the AGM is proposed to be held on or before 30 June 2025.

• [6] Section 227(2) of the Act provides for an application for a declaratory order about the operation of the Act. However, it does not mean an adjudicator has the power to authorise non-compliance with the Act. So, while I understand the body corporate's position, I do not consider I have the power to make the order it seeks, whatever its reasons for holding the scheme's next AGM outside the relevant legislative timeframe.
• [7] Notwithstanding the above, I note the legislation does not render an AGM invalid simply for being held later than required. A body corporate must hold an AGM each year, and a late AGM is still an AGM.
• [8] The courts have found that insubstantial procedural irregularities should not imperil the actions of bodies corporate or their committees where they are taken in good faith.[1] Accordingly, adjudicators have consistently accepted that an AGM will not be invalid simply because it is not held within the relevant legislative timeframe. If the AGM is otherwise held in accordance with the statutory requirements, the mere fact it is held late will not be a basis to overturn the meeting and its decisions.
• [9] Accordingly, I will make a declaratory order that an AGM held by the end of June 2025 will not be invalid simply because it is held outside the relevant legislative timeframe. However, this order should not be viewed as an extension of the statutory timeframe or an authorisation for the body corporate to hold the meeting late. Furthermore, this order does not preclude an application for the AGM to be declared invalid for some other reason not presently known to me, nor an application (for example, by an owner) for an order that the AGM be called and held earlier.

[1] See Carroll and Ors v Body Corporate for Palm Springs Residences CTS 29467 [2013] QCATA 21 and Wei-Xin Chen v Body Corporate for Wishart Village CTS 19482 (Unreported, District Court of Queensland, Appeal 4080/2000, Bolton J, 29 May 2001)