EXTRAORDINARY GENERAL MEETING - whether to declare an EGM to be void.

1. The application is dismissed.
2. The applicant, Affinity Capital Pty Ltd, must within 14 days of this order pay $2,000.00 to the Body Corporate for Mount Whitsunday, pursuant to section 270(3) of the Body Corporate and Community Management Act 1997 (Qld).

• [1] Affinity Capital Pty Ltd (applicant) is the owner of lot 11 in the community titles scheme Mount Whitsunday CTS 37885. It seeks orders against the Body Corporate for Mount Whitsunday (respondent) in a dispute about an extraordinary general meeting, held 8 August 2025 (EGM).
• [2] Among other things, owners decided to remove the company's director, Carolyn Lewis, from the body corporate's committee, for which she was the chairperson and secretary. The applicant is represented in the application by Ms Lewis.
• [3] On 8 September 2025, I dismissed the application for an interim order to appoint an administrator in place of the current committee.[1]
• [4] Now for consideration is the application for final orders, expressed as follows:

An order declaring that the Extraordinary General Meeting purportedly held on 8 August 2025 is void and of no effect.

An order declaring that all resolutions purportedly passed at that meeting are void and of no effect.

A consequential order that the Body Corporate must, within 28 days of the date of this order (allowing for statutory notice), convene a new Extraordinary General Meeting for the sole purpose of electing a committee.

• [5] Mount Whitsunday CTS 37885 is a scheme comprising 33 lots and common property. It is governed by the Body Corporate and Community Management Act 1997 (Qld) (Act) and, according to its community management statement, the Body Corporate and Community Management (Standard Module) Regulation 2020 (Standard Module).
• [6] I am satisfied that the application is within an adjudicator's jurisdiction and that the applicant has standing to bring the application for this particular dispute.[2]
• [7] I note that the applicant did not respond to the Commissioner's invitation to receive copies of the submissions on the application and to make a submission in reply.

• [8] The application, as originally lodged, sought 7 orders. Following my decision on the interim order application, Ms Lewis informed this Office that it wished to proceed with the application for only the first 3 final orders, being those referred to above.[3]
• [9] As to the relevant facts and timeline for final order 1, the applicant says (quoting verbatim):
  • Meeting convened: The EGM was convened for 8 August 2025
  • 30 July 2025 - Access request ignored: In her capacity as Secretary and Chairperson, the applicant formally requested secretarial access to VoteMax and copies of proxy/voting records to discharge statutory duties and ensure transparency. No access was provided.
  • 6 August 2025 - Urgent notice ignored: The applicant wrote again, placing Archers and the committee on formal notice that the manager had been uncontactable, that owners had not received voting materials, and that meeting validity would be challenged if defects were not rectified.
  • 7 August 2025 - Misleading broadcast uncorrected: The applicant objected to a misleading all-owners email capable of unfairly influencing voting. No corrective circular issued.
  • 8 August 2025 (~9:00am) - No practical opportunity to verify: At Archers' office the applicant was handed voting/proxy materials only moments before the meeting, leaving no practical time to check eligibility or proxy validity (Annexure D). While there, she observed a pre-meeting Microsoft Teams call between Archers and six committee members, from which she was excluded.
• [10] As to the consequential contraventions to be remedied by final order 1, and why an order is warranted, the applicant says (again, quoting verbatim):
  • Denial of procedural fairness: Excluding the duly elected Secretary/Chairperson from the pre-meeting briefing and withholding timely access to essential records undermined a fair process.
  • Disenfranchisement risk: Owners reporting non-receipt of voting materials (raised on 6 Aug) shows the vote was conducted without ensuring all eligible owners could participate.
  • Integrity of vote not verifiable: Refusal to provide records in time prevented the Secretary from verifying voter eligibility and proxy validity before the meeting opened.
  • A meeting run in these circumstances cannot reflect the owners' democratic will. The process was tainted by partiality, obstruction and disenfranchisement. The only fair remedy is to declare the EGM void so the scheme is not governed by a procedurally defective outcome
• [11] The application for an order to invalidate the EGM, as the applicant submits, essentially turns on whether the alleged events and circumstances affected the outcomes of the votes.
• [12] Motion 1 merely confirmed the minutes of the last general meeting. Motion 2 resulted in Ms Lewis being removed as chairperson and secretary of the committee, by a vote of 17 to 10. Motions 3, 4 and 5, to appoint her replacements and a new ordinary member, passed by the same margin. Motions to remove other sitting members were defeated by 11 votes to 16, and motions to elect their replacements were ruled out of order as being in conflict with those outcomes. Motion 16 to change the body corporate manager was defeated.
• [13] The applicant asserts that voters were 'disenfranchised', but that is not borne out by the evidence. There were 27 votes from 33 lots, which is an unusually high voter turnout, and it is in my view strongly indicative that owners were able to and did vote.
• [14] I had invited submissions on the interim order application for the appointment of an administrator, and that received some support from other owners. However, there are no submissions in support of the requested final orders to invalidate the EGM and re-run a committee election. If in fact owners had been materially misled or disenfranchised or otherwise not able to properly engage with the EGM, then I would expect to receive submissions to that effect, but there are none.
• [15] In the circumstances, I see no good reason to invalidate the EGM.
• [16] As to orders 2 and 3, the applicant says they follow from the need for the EGM to be declared void. It follows from my decision above that I see no basis to make requested orders 2 or 3.

• [17] This application was clearly driven by Ms Lewis's disenchantment with being removed from the committee. Plainly, she is unpopular with the majority of owners. As I had already noted in my reasons on the interim order application, there is no indication that the EGM results are not a true indication of the owners' collective will. Even if I had ordered the election to be re-run, there is seemingly no prospect of her being re-elected or the other positions being changed.
• [18] The application in my view may fairly be described as either vexatious or at least misconceived, depending on how generously one may be disposed towards Ms Lewis. In either case, in dismissing the application I may award costs against the applicant, to a maximum of $2,000, to compensate other parties for their costs associated with responding to the application.[4] The body corporate has made such a request, giving an itemised invoice from its lawyers as evidence of its costs totalling $8,340.75. I will award it the maximum of $2,000.

[1] Mount Whitsunday [2025] QBCCMCmr 306

[2] See Act, ss 227(1), 229(3)(a), 238, 276(1)

[3] Applicant's representative's email of 15 September 2025