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

GENERAL MEETING - whether an extraordinary general meeting was validly called - whether the meeting should be declared void.

Standard Module, ss 47, 87, 88, 106

1. The notice for the extraordinary general meeting of 28 July 2025 is void and of no effect.
2. The extraordinary general meeting held on 28 July 2025 is void and of no effect.

[1] This application relates to the validity of an extraordinary general meeting (EGM).

[2] At the time the application was lodged, the respondent Ms Carolyn Lewis was the chairperson and secretary for the committee. Ms Lewis called an EGM for 28 July 2025, purportedly on behalf of more than 25% of owners who had requested the meeting to consider motions to:

1. remove and replace 5 committee members;
2. terminate and replace the body corporate manager;
3. authorise the new committee to cancel any other general meeting scheduled by the outgoing committee.

[3] When Ms Lewis failed to provide a copy of the notice from owners requesting the meeting (requisition notice), the body corporate filed this application alleging that the EGM had been invalidly called. The body corporate also alleges that the notice of meeting issued by Ms Lewis on 5 July 2025 (EGM notice) contained substantive defects, including the use of an electronic voting platform that had not been authorised by the body corporate.

[4] On 28 July 2025, I made an interim order that any motions passed at the EGM must not be implemented pending final determination of this application.

[5] Ms Lewis has since produced the requisition notice which is no longer in dispute. However, it remains to be resolved whether the EGM was validly called.

[6] The application involves a dispute between the body corporate and a committee member regarding claimed contraventions of, and the exercise of rights or powers, under the Act. I am satisfied the matter falls within the legislative dispute resolution provisions.[1]

[7] I note that following lodgement of this application, Ms Lewis was removed from her positions as chairperson and secretary of the committee.[2] As such, Ms Lewis is no longer a relevant person for the purposes of section 227(1) of the Act. However, I will proceed with determining the matter as the outcomes sought by the application are still relevant and required.[3]

[8] The application seeks the following final orders:

1. that the notice for the EGM dated 28 July 2025 is void and of no effect;

1. that any general meeting held on 28 July 2025 pursuant to that notice is void and of no effect; and
2. a declaration that Carolyn Lewis acted ultra vires in calling the EGM for 28 July 2025.[4]

[9] The commissioner invited submissions from the respondent, the affected persons (being the body corporate manager and committee members subject of the motions seeking their removal), and all lot owners in the scheme. A total of 7 submissions were received. The body corporate inspected the submissions and made a reply.

[10] The body corporate claims that the EGM was not validly called and seeks orders that the notice and the meeting held on 28 July 2025 be declared void.

[11] Section 87 of the Standard Module sets out the requirements for notice of general meetings:

87 Notice of general meetings

(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.

(3) The notice of a proposed general meeting must -

(a) contain an agenda for the meeting; and

(b) be accompanied by -

(i) a proxy form; and

(ii) if the notice is given to the corporate owner of a lot - a form under which the owner may advise the body corporate of the corporate owner nominee; and

(c) be accompanied by a voting paper for all open motions to be decided at the meeting; and

(d) for a motion to be decided by secret ballot -

(i) for a hard copy vote - include the following things -

(A) a secret voting paper under section 88;

(B) an envelope marked 'secret voting paper';

(C) either a separate particulars envelope or a particulars tab forming part of the secret voting paper envelope that a person may detach without unsealing or otherwise opening the envelope; and

(ii) for an electronic vote - include instructions mentioned in section 88(5)(g); and

(e) be accompanied by explanatory material required under section 90; and

(f) contain or be accompanied by any other document as required under the Act or this regulation.

_Note - _

See, for example, the documents required under sections 22, 27, 160, 173, 175, 176, 196 and 230.

(4) However, if all of the lots have identical ownership, no notice of a general meeting need be given.

[12] The body corporate submits that the EGM notice did not comply with section 87 of the Standard Module as:

1. there was no agenda;
2. the notice was not accompanied by a proxy form;

1. the notice was not accompanied by a corporate owner nominee form;
   1. the notice was not accompanied by a voting paper;
2. the notice was not accompanied by explanatory material although explanatory material was submitted by the owner of lot 32 with his motions.

[13] The submissions from Ms Lewis and other owners did not respond specifically to the alleged notice defects other than to say any irregularities with the EGM were minor and did not affect the outcome of the meeting.

[14] I have reviewed the EGM notice. While the notice contains a "Schedule of Motions" which could arguably be considered an agenda, the notice did not include the required proxy form, corporate owner nominee form and voting paper.

[15] The EGM notice stated that the voting paper would be separately distributed to owners the following day. The body corporate claims not all owners received this, and further that the voting paper that was sent was also non-compliant.

[16] I have reviewed the voting paper and note it is defective insofar as the voting paper fails to:

1. state for each motion whether a resolution without dissent, special resolution, majority resolution or ordinary resolution is required;[5] and
2. provide the name and lot number of the person/s submitting the motion.[6]

[17] Aside from the deficiencies in the EGM notice and voting paper, the body corporate objects to the electronic voting system that was used for the meeting.

[18] Section 106 of the Standard Module provides for the casting of electronic votes. The section applies if the body corporate has by ordinary resolution decided that voters may cast an electronic vote on a motion.[7] Section 106(2) further states that the body corporate's system for receiving electronic votes must: (a) reject a vote cast by a person who is not eligible to vote on the motion or has already cast a vote on the motion; and (b) not allow a person other than the secretary to receive the electronic votes.

[19] In 2021, the body corporate resolved that voters may cast electronic votes via the electronic voting system adopted by the body corporate.[8] The body corporate submits that the system adopted and that it has used since 2021 is the one developed by StrataVote which complies with the requirements of section 106(2) of the Standard Module. The body corporate says "AffinityBCM", the software program used by Ms Lewis for the EGM of 28 July 2025 is not the electronic voting system that has been adopted or operated by the body corporate. Rather, it is a system developed by Ms Lewis' husband that is described as still being in 'trial mode' and is operated by Ms Lewis. The body corporate submits that the use of AffinityBCM is therefore non-compliant, and that this non-compliance is of a substantial nature.

[21] On the available evidence and in the absence of submissions, I accept that the body corporate adopted and has been operating a particular system for receiving electronic votes since 2021, namely StrataVote. There is no evidence that AffinityBCM has been authorised either by the committee or the body corporate at general meeting. As the secretary, Ms Lewis did not have power to unilaterally develop and operate another platform for electronic voting without body corporate approval. I note the system is described as being in trial mode; it is unknown whether AffinityBCM meets the requirements of section 106(2). Even if it does, I am satisfied that its use for receiving electronic votes at the EGM was unauthorised and therefore invalid in the circumstances.

[22] Ms Lewis originally issued the EGM notice to owners on or about 5 July 2025. On 21 July 2025, Ms Lewis sent a further email to owners advising that the motions to remove committee members and to terminate the body corporate manager would be conducted by secret ballot as this was required by the regulations.

[23] In her submission, Ms Lewis refers to section 15(3) of the Standard Module which states that "[a] ballot for membership of the committee must be a secret ballot unless the body corporate decides by ordinary resolution that the election be held by open ballot".[9]

[24] Section 15 of the Standard Module deals with committee elections. The body corporate points out that electing and appointing committee members are two different matters. It says Ms Lewis has overlooked section 47 of the Standard Module which provides that where a vacancy has been created by the removal of a person from office, it is not necessary for the body corporate to conduct an election to appoint an eligible person to fill the vacancy. As such, the body corporate submits that a secret ballot was not required in this case where section 47 applies and there was no election being conducted.

[25] In regard to the termination of a body corporate manager, the body corporate says there is nothing in the legislation that requires such a motion to be decided by secret ballot. Rather, the body corporate says section 108(1)(b) and (c) are relevant. Those sections require a motion at general meeting to be decided by secret ballot if:

1. the committee has recommended that the motion be decided by secret ballot; or
2. the body corporate has required the motion to be decided by secret ballot.

[26] The body corporate says it did not recommend or require the EGM motions to be decided by secret ballot, and that Ms Lewis' powers as the secretary did not extend to enabling her to unilaterally making such recommendations and decisions for the committee or the body corporate.

[27] Finally, even if Ms Lewis could usurp such powers, the body corporate says it was too late for the secret voting material to be sent to lot owners. The body corporate says Ms Lewis changed the voting process from open ballot to secret ballot just 6 days before the EGM and disregarded any earlier votes cast openly. It argues that this is a substantial defect with the calling of the EGM especially given the secret ballot could not occur without a committee recommendation.

[28] I agree with the body corporate's submissions. There was no election to be conducted at the EGM. Rather, the motions proposed the removal and replacement of committee members. In this instance, section 15(3) does not apply, and a secret ballot was not required. A secret ballot was also not required to decide the motion proposing the termination of the body corporate manager.[10] There is no evidence that the body corporate had required or that the committee had recommended the motions be decided by secret ballot. Ms Lewis had no power to change the voting requirements unilaterally. In any case, it was too late for the secret voting materials to be sent to owners when the EGM was due to be held in 6 days' time. In accordance with section 87(3)(d) of the Standard Module, if indeed the motions were required to be decided by secret ballot, the secret voting papers should have accompanied the EGM notice, that is, when it was first issued on 5 July 2025.

[29] The Act vests wide powers in adjudicators to make just and equitable orders to resolve body corporate disputes, including the power to declare a decision or meeting of the body corporate void for irregularity.[11]

[30] Some owners in support of the EGM say that any irregularities with the meeting were minor and not material to the participation of or outcome of the EGM. It is argued that any minor defect found with the EGM should be cured and owners' decisions given effect rather than set aside.

[31] Non-compliance of an insubstantial nature does not ordinarily imperil the actions of bodies corporate, particularly in the instance of committees where actions are taken in good faith.[12] This however is not the situation in the present case. The respondent, Ms Lewis called the EGM as requested by owners but in doing so failed to comply with a number of mandatory statutory requirements. Some of the irregularities in the EGM notice may have been inconsequential and if taken in isolation, might not render the EGM invalid. However, taken together, the defects in the notice and calling of the EGM are substantial.

[32] Of particular concern to me is Ms Lewis' use of AffinityBCM for electronic voting. This system had not been authorised nor was it the system ordinarily operated by the body corporate for receiving electronic votes. In my view, the use of AffinityBCM in these circumstances is sufficient to render the EGM invalid. Further, I am satisfied that a substantive breach occurred when Ms Lewis changed the voting process from an open ballot to a secret ballot just 6 days before the EGM when she was not authorised nor was there any legislative basis to do so.

[33] In the circumstances, given the various instances and substantive nature of the non-compliance, I consider it just and equitable to order that the EGM notice and the EGM held on 28 July 2025 are void and of no effect.

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

[2] Per motion 2 of an EGM held on 8 August 2025

[3] Section 270(1)(e) of the Act provides that an adjudicator may dismiss an application if a party to the application is no longer a person mentioned in section 227(1) for the dispute and the outcome sought by the application is no longer relevant or required.

[4] This order was subsequently withdrawn by the body corporate.

[5] Section 88(5)(b) of the Standard Module

[6] Section 88(b) of the Standard Module

[7] Section 106(1) of the Standard Module

[8] Per motion 10 of the AGM held on 5 April 2021

[9] The body corporate says it resolved by ordinary resolution in 2008 to decide committee elections by open ballot. Ms Lewis says this resolution has no current effect. I have not considered the parties' arguments on this issue as I am satisfied that, as will be seen below, the EGM did not involve an election and as such, section 15(3) does not apply.

[10] See section 135(2)(b) of the Standard Module which only provides that a secret ballot is required for the engagement of a caretaker or appointment of a letting agent.

[11] See section 276 and Schedule 5 of the Act, particularly Item 7

[12] See Wei-Xin Chen v Body Corporate for Wishart Village CTS 19482 (QDC, unreported, Bolton, 4080-2000, 29 May 2001) at [27]