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

COMMITTEE RESOLUTIONS - where applicant alleges committee members had a conflict of interest - whether resolutions are invalid

COMMITTEE MEMBERS - where applicant alleges breach of code of conduct for committee voting members - whether any basis to remove committee members from office

Act, s100, 270; Standard Module, ss 45, 66

1. The application is dismissed.
2. Within 14 days of the date of this order, the applicant, Affinity Capital Pty Ltd, shall pay $2,000 to the Body Corporate for Mount Whitsunday, to compensate the body corporate for its losses arising from this application.

[1] The applicant, Affinity Capital Pty Ltd, is the registered owner of Lot 11 at Mount Whitsunday. The applicant is represented by its director, Ms Carolyn Lewis, who was the chairperson and secretary for the committee at the time the application was lodged.

[2] On 15 July 2025 and 17 July 2025, the committee resolved to:

1. engage Chambers Russell Lawyers to advise on whether the extraordinary general meeting (EGM) scheduled for 28 July 2025 has been validly called; and
2. engage Chambers Russell Lawyers to prepare and file an adjudication application in relation to the validity of the EGM purportedly called by Carolyn Lewis for 28 July 2025.

[3] The EGM proposed motions for the removal of committee members (and termination of the body corporate manager). On this basis, the applicant argues that the committee members had a direct conflict of interest in respect of the resolutions passed on 15 and 17 July 2025.

1. the committee resolutions passed on 15 July 2025 and 17 July 2025 to be declared invalid;
2. the 6 committee members to be removed from their positions (and disqualified from being re-elected for 3 years); and
3. the application costs to be reimbursed to the applicant.

[5] Mount Whitsunday CTS 37885 is a scheme consisting of 33 lots and common property. The community management statement (CMS) shows the Standard Module applies.

[6] The applicant lot owner has brought this application against the body corporate regarding alleged contraventions of the Act and Standard Module. I am satisfied the matter falls within the legislative dispute resolution provisions.[1]

[7] On 28 July 2025, I dismissed the application for interim orders. The applicant then submitted an amended application for final orders.

[8] On 15 October 2025, the Commissioner invited submissions from the committee, the body corporate manager and all lot owners in the scheme. The committee made a submission.

[9] Initially, the applicant did not exercise its right of reply to submissions. On 12 November 2025, the matter was referred to department adjudication. On 14 November 2025, the applicant submitted a late response to submissions which I have accepted in accordance with my investigate powers.[2] The parties' submissions, where relevant, will be referred to in the analysis below.

[10] The applicant says the resolutions passed on 15 and 17 July 2025 are invalid as the 6 committee members responsible for passing them had a direct conflict of interest in the issues being considered.

[11] Section 66 of the Standard Module provides:

66 Conflict of interest

(1) A member of the committee must disclose to a meeting of the committee the member's direct or indirect interest in an issue being considered, or about to be considered, by the committee if the interest could conflict with the appropriate performance of the member's duties about the consideration of the issue.

(2) If a member required under subsection (1) to disclose an interest in an issue is a voting member, the member is not entitled to vote on a motion involving the issue.

[12] The applicant says the resolutions were passed after an EGM had been requisitioned to remove the 6 committee members from office. The applicant therefore alleges that the engagement of Chambers Russell Lawyers to provide legal advice on and to initiate proceedings against the EGM served to protect the committee members rather than to advance the interests of the body corporate. The applicant argues this constitutes an improper use of body corporate funds for the committee members' own personal benefit.

[13] The body corporate submits that the issue subject of these resolutions was not personal to the committee members. Rather, the issue concerned the procedural validity of the requisitioned EGM which is a matter of governance affecting the entire body corporate. Further, the motions proposing the removal of committee members were still scheduled to be considered at the meeting convened by the committee held a few days later.

[14] In my interim decision, I observed that there was little evidence to suggest the committee members had a conflict of interest. Rather, I was of the preliminary view that the body corporate had a proper basis to challenge the validity of the requisitioned EGM.[3]

[15] The applicant has not provided any further relevant arguments or evidence that alters my preliminary view.

[16] In the amended application for final orders, the applicant says the committee circulated a motion on 30 June 2025 to remove Ms Lewis from her elected position and argues that this action establishes a clear conflict of interest. I do not see how. The 2 issues are unrelated. The applicant does not explain how the committee members' desire to remove Ms Lewis from the committee affected their capacity to properly consider the resolutions of 15 and 17 July 2025 and amounted to a conflict of interest.

[17] A member is required to disclose their interest and refrain from voting if that interest "could conflict with the appropriate performance of the member's duties about the consideration of the issue".[4] Just because a person has an interest in the subject matter of a motion does not of itself mean there is a 'conflict'.[5] Rather, the interest must be such that voting on the motions would conflict with the committee member's duty to properly consider the motion in the best interests of the body corporate. The applicant has not established that kind of conflict here. While the committee members may be impacted by the outcome of the EGM, I am not satisfied that such an 'interest' in the matter meant they could not properly consider whether, in the interests of the body corporate, legal advice should be sought about the legality of the meeting. This is particularly so given there appeared legitimate concerns about the way in which the meeting had been called and the impact the meeting would have on the proper governance of the body corporate.

[18] Finally, the applicant appears to argue that the committee's engagement of lawyers to protect the members' own interests constitutes an improper use of body corporate funds and a misuse of committee powers such that the resolutions should be invalidated on this basis. The body corporate submits that the decision to spend body corporate funds on legal advice was a reasonable and proportionate exercise of the committee's power, made in the best interests of all owners to ensure the scheme was being administered lawfully and to avoid the potential costs and disruption of an invalidly held meeting where contentious issues were being voted on.

[19] The committee has an obligation to act reasonably when making decisions for the body corporate.[6] The committee held legitimate concerns about the calling of the EGM and in the interests of the body corporate, the committee acted within its powers to seek legal advice about the validity of that meeting to ensure lawful governance of the scheme. The applicant has not established how the committee acted unreasonably in the circumstances.

[20] The application has not established any legal basis to invalidate the resolutions passed by the committee on 15 July 2025 and 17 July 2025.

[21] The application initially sought a final order that committee members Ian Cohen, John O'Neill, Josh Woodhouse, Regan Fleming, Robert Borg and Ron Cromb be removed from their positions on the committee and disqualified from being elected or appointed for a period of 3 years. The applicant's basis for the order is that these committee members have repeatedly contravened the code of conduct for committee voting members in Schedule 1A of the Act.

[22] However, in its later submission of 14 November 2025, the applicant appears to have withdrawn this order. In any case, I will make some general comments for the parties' understanding and future reference.

[23] Section 45 of the Standard Module provides the process for removal of a committee member for breaching the code of conduct. That process is commenced by the body corporate deciding, by ordinary resolution, to give the member a written notice of the alleged breach. Following the issuing of the breach notice, the committee member may then be removed, by ordinary resolution, at the next general meeting.

[24] There is no authority for an adjudicator to order the removal of committee members from office. It is a decision for owners at a general meeting. Further, even if a committee member is removed by the body corporate, the person cannot be disqualified from being re-elected to the committee.

[25] The applicant seeks reimbursement from the body corporate for the application fee.

[26] Generally speaking, each party bears their own legal costs. However, where a respondent fails, without reasonable excuse, to participate in conciliation of the dispute, an adjudicator may order the respondent to reimburse the applicant for the cost of the conciliation and adjudication application fees.[7] These circumstances do not apply to the present case as no conciliation application was made.

[27] Conversely, the body corporate submits that the application should be dismissed as being vexatious, misconceived and without substance with an order of costs against the applicant. Section 270(3) of the Act provides that if an adjudicator makes an order under subsection (1)(c) that the application is frivolous, vexatious, misconceived or without substance, the adjudicator -

(a) may order costs against the applicant to compensate all or any of the following for loss resulting from the application -

(i) the respondent to the application;

(ii) the body corporate for the community titles scheme;

(iii) an affected person; and

_Example of loss for paragraph (a) - _

legal expenses reasonably incurred by the person in relation to the application

(b) in ordering the costs, may have regard to previous applications made by the applicant.

[28] The body corporate has submitted invoices totalling $8,305.00 for legal fees incurred in responding to the interim and final order applications.

[29] In my interim decision, I noted that the application lacks merit and advised that I would be considering the body corporate's request for costs if the application proceeds to final orders. The applicant has not submitted any further grounds or evidence that substantiates its claims. In my view, the application is misconceived and without substance. While the applicant subsequently removed one of the orders sought, the body corporate has already incurred significant costs in responding to the interim and final order applications. I note the applicant has previously been warned about making such misconceived applications and the potential for costs to be awarded.[8] In the circumstances, I consider a costs order of $2,000 is justified to partly compensate the body corporate for the expenses incurred in responding to this application.[9]

[1] See sections 227, 228, 276 and Schedule 5 of the Act

[3] Mount Whitsunday [2025] QBCCMCmr 260 at [14]. Note I have since made a final order invalidating the EGM held on 28 July 2025. See Mount Whitsunday [2026] QBCCMCmr 15

[4] Section 66(1) & (2) of the Standard Module

[5] See for example River Plaza [2023] QBCCMCmr 125 at [32] and Jobo Place [2019] QBCCMCmr 443 at [42]-[46]

[8] Mount Whitsunday [2023] QBCCMCmr 97

[9] Section 270(4) of the Act provides that a costs order must not exceed $2,000.