Park Lane [2025] QBCCMCmr 242 (11 July 2025)

GENERAL MEETING PROCEDURE - whether a general meeting was validly called and conducted.

Accommodation Module, ss 72, 77, 81, 104(4), 107, 118(4)

• [1] This application is about the validity of an extraordinary general meeting (EGM) of the body corporate held on 19 February 2025.
• [2] The applicant was engaged as the scheme's body corporate manager (BCM) in November 2023, for a term expiring in January 2027. The disputed EGM considered motions that the committee act to terminate the agreement between the applicant and the body corporate (Motion 1), to engage legal representation to ensure Motion 1 was undertaken in compliance with the legislation and the agreement (Motion 2), and to engage another company at the same rate as the applicant (Motion 3). The minutes of the EGM indicate all motions were carried.
• [3] The applicant wants the EGM invalidated. It raises several procedural issues with the EGM.

• [4] Park Lane community titles scheme 39394 (Park Lane) is a 65-lot scheme at Chermside. The community management statement (CMS) shows the Accommodation Module applies. The scheme is registered as survey plan 191267.
• [5] The application seeks an order: 'That the extraordinary general meeting purportedly held on 19th of February 2025 be declared invalid.'

• [6] An adjudicator may make an order that is just and equitable in the circumstances to resolve a dispute about a claimed or anticipated contravention of the Act or the CMS, or the exercise of rights or powers or performance of duties under the Act or the CMS.[1] I am satisfied I have jurisdiction to determine this matter under the dispute resolution provisions.[2]

• [7] The application was lodged on 17 March 2025. The Commissioner's delegate sought clarification from the applicant on some aspects of the application,[3] which was amended.[4]
• [8] The Commissioner invited submissions from the committee and all owners.[5] Some 16 submissions were received. The applicant obtained but did not respond to the submissions.[6]
• [9] The application was referred to department adjudication.[7]
• [10] I have now reviewed the application and submissions.[8] In the circumstances I do not consider further investigation to be necessary.

• [11] A submission said to be on behalf of the committee says the applicant has been hostile to the committee since the 2024 annual general meeting (AGM). It asserts a failure of the applicant to undertake its contracted functions, support the committee, deal with the chair, and comply with its code of conduct. It objects to statements in the application. About the EGM, it says:
  1. It understood that a meeting is not required to call a general meeting. The secretary met with 3 other committee members (a majority of the 7 members) on 12 January 2025. The secretary or chairperson had previously contacted the other 3 committee members who confirmed they were in favour of holding an EGM.
  2. Notice of the EGM was sent to all owners based on the list provided by the applicant. Copies of all emails sent can be provided.
  3. There was no previous EGM from which any relevant business arising from the minutes could be derived. No one could remember if a previous EGM had been held and no records were available. The applicant gave no guidance.
  4. The EGM conformed with normal meeting procedures.
  5. Attendees signed an attendance sheet, which is available. The visitors did not sign the attendance sheet. They were partners of owners who played no part and did not vote.
  6. Owners voted after all motions were discussed. Voting was unanimous. That is well understood to mean that all votes were the same. The voting slips can be perused. Had there been dissenting votes, a tally would have been conducted.
  7. Five proxies were submitted to the meeting. Three were given to the chair and 2 were postal votes given to the secretary. The proxies are held for perusal.
  8. As the inexperienced volunteer committee was not supported by the BCM, lawyers who are experts in body corporate law were engaged.
  9. The minutes are not as accurate as hoped because the lawyers were not available to advise. The circumstances at the time relating to Cyclone Alfred are noted.
  10. The chairperson approached 3 lawyers prior to the EGM to indicate the cost for the nominated services. One quote was presented to the meeting. It was made clear that acceptance of the quote was conditional on the motion being carried at the EGM.
• [12] Some 14 submissions from owners (including committee members) oppose the application.
  1. Several submitters endorse the committee submission.
  2. The submissions support the committee and its efforts.
  3. There is considerable concern about the conduct of the applicant, its lack of support for the committee, and its treatment of the chairperson.
  4. The submitters, including committee members, supported calling the EGM. They explain their support for the EGM motions.
  5. Submitters say they received appropriate notice of the EGM and the minutes. They say the meeting was conducted appropriately and democratically.
  6. Some submissions indicate the EGM motions were passed unanimously. One says all votes cast were in favour of Motions 1 and 2 and there was one no vote for Motion 2.
  7. The secretary says 2 emailed votes that she passed to the chairperson were erroneously recorded as his proxies. She says there were 3 proxies and 4 postal votes (which were all 'yes' votes), but only 2 postal votes were counted as she missed 2. Another submitter says the proxies were actually postal votes.
  8. The secretary says she struggled to generate suitable minutes and details some of the difficulties experienced at the time.
  9. One committee member says that while the law was not followed exactly, it was not ignored, and every attempt was made to inform owners and give them time to decide.
• [13] One submitter supports the applicant and asserts the current committee does not seem to accept legislated policy and procedures. The submission does not comment on the EGM.

• [14] The application seeks to invalidate the EGM. I will note the legislative requirements for calling and conducting a general meeting. I will then consider the issues raised by the applicant. The reason the EGM was called, the merits of the EGM motions, and the performance of the applicant as BCM are not relevant to the determination of the issues raised by the application.

• [15] General meetings are the primary forum in which body corporate decisions are made. They must be conducted in accord with the legislation.[9] I will note the most relevant requirements.
• [16] General meetings can be called by a committee member only if authorised by a majority of the committee,[10] unless the meeting been requested by at least 25% of owners.[11]
• [17] Notice of a general meeting must be given in writing to all owners at least 21 days before the date of the meeting.[12] The notice must include:[13]
  1. the time and place of the meeting
  2. the agenda
  3. a proxy form and, if any owner is a corporate owner, a company nominee form
  4. a voting paper setting out all open motions on the agenda, and a secret voting paper and envelopes for any motions on the agenda to be decided by secret ballot
  5. any explanatory material required to be included,[14] and
  6. anything else required under the legislation.
• [18] The committee must set the meeting agenda, which must include the substance of all motions submitted by owners and the committee or otherwise required to be included.[15]
• [19] Motions at a general meeting are not 'moved' or 'seconded'. Rather, they are submitted[16] and then included on the agenda and voting paper. A general meeting can generally only pass a motion that is on the agenda and voting paper.[17] Motions must achieve sufficient votes to pass an ordinary resolution to be resolved, unless the regulations specify that another resolution type is required for the motion.[18] A voting tally sheet must be kept,[19] and 'full and accurate' minutes must be taken and given to all owners within 21 days of the date of the meeting.[20]
• [20] However, the complexity of the body corporate legislation is such that procedural defects in meetings are common. They are acknowledged as almost inevitable. It has generally been accepted that minor errors or irregularities in meeting procedures will not necessarily invalidate meetings or resolutions unless it can be shown that the body corporate acted unreasonably or in bad faith, or that voters were disenfranchised or otherwise disadvantaged.[21]

• [21] The applicant says the secretary has not provided evidence that the meeting was authorised to be held pursuant to a committee resolution.
• [22] A committee member requires the approval of the majority of voting members of the committee to call a general meeting. The committee needs to make a decision to give that approval. So, the committee should have resolved to call the EGM either at a committee meeting or via a vote outside a meeting. There should then be a record or minute of that decision.[22]
• [23] The applicant does not specifically assert that there was no committee resolution, but rather says the secretary did not provide evidence of the resolution. However, it is the applicant and not the secretary or the respondent that bears the onus of proof in this application.
• [24] Notwithstanding that, it appears to be acknowledged in the submissions that there was no formal resolution to call the EGM. It seems the committee members did not believe a resolution was required. While there did not need to be a meeting, there needed to be a resolution by way of a vote outside a meeting if there was no meeting. That said, it is evident that at least a majority of the committee members agreed at least informally to call the EGM.
• [25] It may be that the committee did not follow all required procedures in deciding to call the EGM. However, there is no suggestion that the committee members did not support the EGM being called, or that any formal committee motion to call the EGM would not have passed, or that the committee could not now ratify the calling of the EGM. Accordingly, I am not satisfied that any defect in making the decision to call the EGM would warrant invalidating the EGM.

• [26] The applicant says it cannot verify that the notice of the EGM was distributed to all owners. It is not clear what steps the applicant took to verify the distribution of the notice. Moreover, the applicant does not provide any evidence that the notice was not distributed to all owners or that any owner did not receive the required notice.
• [27] The submissions assert that the EGM notice was sent to all owners pursuant to owner information provided by the applicant. Numerous submissions refer to receiving the EGM notice. No submissions suggest that the meeting notice was not received.
• [28] The applicant has not satisfied me that the required notice of the EGM was not given.

• [29] The applicant say the EGM agenda did not include a motion to confirm the minutes of the last general meeting.
• [30] The agenda for every general meeting must include a motion to confirm the minutes of the previous general meeting.[23] That is the case regardless of whether the last meeting was an AGM or an EGM, or whether there is any business arising from the last meeting.
• [31] Clearly there was a defect in the EGM in that it did not consider a motion to confirm the minutes of the previous general meeting. Regardless of whether there was previously an EGM or when it was, there was evidently an AGM in November 2024. A motion to confirm the 2024 AGM minutes should have been included on the EGM agenda.
• [32] However, the applicant has not established why the omission of that motion would warrant invalidating the entire EGM. I do not consider that it should. It appears to be a minor defect. A motion to that effect can be included on the agenda of the next general meeting (along with a motion to confirm the minutes of the EGM).

• [33] The applicant raises issues with the EGM minutes. It says the minutes record 3 visitors attending the meeting but not their names or the capacity in which they attended, did not record votes or include a tally sheet, and did not include the secretary's details.
• [34] The information required in 'full and accurate minutes' of a general meeting include:[24]
  1. the names of persons present and details of the capacity in which they attended,
  2. for each motion voted on, the number of votes for and against the motion and the number of abstentions from voting on the motion, and
  3. the secretary's name and contact address.
• [35] The supplied minutes refer to 21 attendees and 3 visitors. The names of 17 different persons attending as or for lot owners are listed. The visitors are not identified, and I am unclear if they are included in or additional to the 21 attendees.
• [36] The number of votes cast, or abstentions, for each motion are not listed in the minutes. The minutes simply record that Motions 1 and 3 carried unanimously and Motion 2 carried. The submissions appear to confirm that Motions 1 and 3 passed unanimously. There seems to be differing views on whether Motion 2 passed unanimously or with one vote against. It also seems that 2 postal votes may not have been counted.
• [37] As noted above, a voting tally sheet be kept for a general meeting. But there is no legislative requirement for a tally sheet to be included in the minutes. The applicant has not evidenced that it has requested the voting tally sheet or that no tally sheet was kept for the EGM, although it may be that there was no proper voting tally sheet kept.
• [38] The minutes also do not include the secretary's details.
• [39] It is evident the EGM minutes do not include all information required for full and accurate minutes. The failure to accurately record the details of voting was the most significant of these. The other matters are inconsequential. .
• [40] However, the fact that minutes are not compliant does not mean the meeting that the minutes record was defective. The applicant has not explained why defects in the minutes would warrant invalidating the EGM rather than, for example, just correcting the minutes. Even without proper voting details, there is no dispute that each motion passed.
• [41] The applicant has not satisfied me that the evident deficiencies in the EGM minutes warrant invalidating the EGM itself. I see no reason the committee could not simply update the minutes to address the defects and circulate corrected minutes. If the committee did not complete a voting tally sheet at the EGM, arguably it could now compile one from the voting papers and retain that within the body corporate's records.[25]

• [42] The applicant says the chairperson held 5 proxies, when they are restricted to 3.
• [43] The legislation provides that a voter may appoint a proxy to act for them at the general meeting, but sets restrictions on the appointment and use of proxies.[26] Notably, in a scheme with 20 or more lots, a person cannot hold proxies for more than 5% of the lots. Where Park Lane has 65 lots, an individual cannot hold more than 3 proxies.[27]
• [44] The minutes record that 5 lots gave proxies to the chairperson. That exceeds the number of proxies the chairperson could hold at the EGM. However, the secretary submits there was an error in the minutes in that there were only 3 proxies given to the chair, with 2 of the identified proxies actually being postal votes. If that is the case, the voting tally sheet and minutes should be corrected to record the actual voting arrangements.
• [45] Even if the chairperson did hold 5 proxies at the EGM, the applicant has not explained why the improper use of proxies would warrant the invalidation of the EGM in its entirely rather than, for example, the exclusion of votes cast in reliance on improperly held proxies. No evidence has been provided that any motion would not have passed if 2 or even all 5 of the purported proxy votes were excluded.

• [46] Finally, the applicant asserts that the chairperson acted on Motion 2 before it was considered at the EGM. It says an invoice from the lawyers was addressed to the chairperson personally and submitted to the body corporate for payment. It says the invoice would not likely have been issued outside business hours or before instructions were received.
• [47] The EGM minutes indicate that the meeting ended at 6.30pm on 19 February 2025. Motion 2 resolved to engage identified lawyers pursuant to a quote for $3,300 but a proposed approval amount of $4,000 to cover unexpected additional costs. The application includes an invoice from the identified lawyers dated 19 February 2025 and emailed to the chairperson.
• [48] The committee's submission includes details of an email from the chairperson to the lawyers apparently on 15 January 2025. It sought a proposal from the lawyers which it said would be submitted to a general meeting on 19 February 2025.
• [49] No convincing evidence has been provided that the chairperson or the committee actually purported to engage the lawyers before the EGM. Moreover, the proposed expenditure on the engagement of the lawyers was likely within the authority of the committee to approve.[28] And even if the chairperson had purported to engage the lawyers before obtaining committee or general meeting approval, the resolution on Motion 2 arguably ratified that action. Furthermore, if the chairperson had acted without authority (which is not substantiated), the applicant has again not established why that would warrant the invalidation of the EGM.

• [50] It is clear there were some defects with the conduct of the EGM and the resulting minutes. However, I have no indication that the EGM was not conducted in good faith. Moreover, the applicant has not established that the apparent defects would warrant an order to invalidate the EGM. The applicant does not dispute the substance of the motions passed at the EGM and it is evident the motions had the support of a majority of EGM voters. It seems likely the motions would pass again if they were put to a further meeting where there were no procedural defects. I have dismissed the application.
• [51] If the body corporate considers the applicant has contravened the terms of its engagement, including the relevant code of conduct, the legislation provides a process for issuing a remedial action notice to the BCM and pursuing termination of the engagement, if that has not already occurred.[29] If the applicant disputes any purported termination of its engagement as BCM, that would be a contractual matter that is a complex dispute.[30] Complex disputes are beyond the jurisdiction of a departmental adjudicator.[31]
• [52] More generally, I note that the Commissioner's office provides a wide range of resources for volunteer committee members to assist them in understanding and undertaking their role.[32] These include online information, forms, online training, webinars and seminars, newsletters, and an online and telephone inquiry service.

[2] Sections 227, 228, 276 and schedule 5 of the Act

[3] Section 241 of the Act

[4] Section 245 of the Act

[5] Section 243 of the Act

[6] Sections 246 and 244 of the Act

[7] Section 248 of the Act

[9] Sections 70-83 and 87-108 of the Accommodation Module

[10] Section 72 of the Accommodation Module

[11] Section 74 of the Accommodation Module

[12] Section 81 of the Accommodation Module

[13] See section 77 of the Accommodation Module

[14] Section 80 of the Accommodation Module

[15] Section 83 of the Accommodation Module

[16] Pursuant to section 76 of the Accommodation Module

[17] Section 97(6)(a) of the Accommodation Module

[18] Noting sections 105-108 of the Act

[19] Section 104(4) of the Accommodation Module

[20] Section 107 of the Accommodation Module

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

[22] Noting sections 46 to 63 of the Accommodation Module about committee decision-making

[23] Section 83(2)(a)(v) of the Accommodation Module

[24] Section 107(3) of the Accommodation Module

[25] Section 220 of the Accommodation Module details the material about general meetings that must be retained in the body corporate's records.

[26] Section 117-122 of the Accommodation Module

[27] Section 118(4) of the Accommodation Module

[28] Noting section 162 and the schedule 1 definition of 'relevant limit for committee spending' in the Accommodation Module

[29] Noting sections 139 to 142 of the Accommodation Module

[30] Noting the definitions of 'contractual matter' and 'complex dispute' in schedule 6 of the Act

[31] Section 229 of the Act

[32] www.qld.gov.au/law/housing-and-neighbours/body-corporate/legislation-and-bccm