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

REQUESTED EXTRAORDINARY GENERAL MEETING - where more than 25% of lots' owners served notice on the committee to request an EGM be called -where the secretary did not call the requested EGM

COSTS - Where the applicant seeks an order for reimbursement by the respondent of its application costs because the preceding conciliation session was ended on the basis that the respondent did not make a reasonable attempt to participate in conciliation - Whether a costs order is warranted in the circumstances.

Body Corporate and Community Management Act 1997: ss 276, 280

Commercial Module, ss 41, 42, 43

1. I hereby order that within 14 days of the date of this order, the Body Corporate for Reef Terraces CTS 888 is to call the requested extraordinary general meeting (EGM).
2. The requested extraordinary general meeting is be held within 6 weeks, but not less than 21 days after, notice of the EGM is given .
3. I further order that pursuant to Section 280 of the Act, the respondent body corporate is to reimburse the applicant for application fees totalling $228.60 within 30 days of the date of this order. This total includes the $114.30 Conciliation application fee and the $114.30 Adjudication application fee.

• [1] The applicant is Mr Gary Lumsden the owner of lot 62, who seeks the following orders against the body corporate:
  1. An order compelling the Body Corporate for Reef Terraces CTS 888 to immediately convene the requested EGM. This order should further authorize the Body Corporate Manager (or another appointed representative) to call and arrange the EGM within 14 days of the order, should the Secretary/Chair fail to do so.

2. An order, pursuant to Section 280 of the BCCMA, requiring the body corporate to reimburse the applicant for application fees totalling $228.60. This total includes $114.30 for the Conciliation application fee and $114.30 for the Adjudication application fee, incurred because the body corporate allegedly acted unreasonably.

3. Any further orders the Adjudicator considers just and appropriate to resolve the dispute.

• [2] Reef Terraces consists of 146 lots and common property registered on a Building Format Plan and regulated by the Commercial Module.
• [3] The applicant seeks orders against the Body Corporate for Reef Terraces, primarily focused on compelling them to convene a requested Extraordinary General Meeting (EGM). The applicant believes that the Body Corporate Committee has systematically obstructed lawful processes over a period of three months, necessitating formal adjudication.
• [4] The applicant details extensive efforts, spanning several months and involving 12 documented attempts with various committee members, to resolve the dispute internally. However all of these attempts were reportedly obstructed or ignored by the Body Corporate Committee in alleged breach of the Act.
• [5] The applicant says that all mandatory self-resolution steps have been exhausted due to the committee's repeated failures to respond, unlawful rejection of submissions, and refusal to participate reasonably in conciliation.

• [6] The applicant asserts that all mandatory Internal Dispute Resolution (IDR) steps under Schedule 6 of the BCCMA and Practice Direction 23 were exhausted. These included 12 documented attempts to resolve the issue internally.
• [7] He states that a formal Extraordinary General Meeting (EGM) request, supported by more than 25% of owners, was submitted via email on January 19, 2025, but was ignored. The Secretary, Sebastian Ioppolo, allegedly failed to respond within 14 days, in contravention of section 42(1) of the Act.
• [8] Repeated demands made between January 28 and March 18, 2025 to the Chairperson, Gail Hood, to convene the EGM under Section 42(2) resulted in no response, which the applicant believes to constitute a breach of statutory duty. An Ordinary Member, Marc Boomgaard, also failed to act following a formal demand under Section 43(3).
• [9] The applicant says the committee initially said the request was in an "unacceptable format" as a reason to unlawfully refuse calling an EGM, which the applicant says was unreasonable and in contravention of Section 100(1) of the Act. The committee eventually claimed that the request was not signed even though it had previously accepted that inclusion of persons' names at the end of an email as valid signatures.

• [10] Between 21 January and 17 February 2025, evidence was provided to the Committee confirming the validity of electronic signatures under the Electronic Transactions Act 2001 (Qld). However the applicant says the Committee unlawfully rejected the submissions, violating Section 94(2) of the Act which requires the body corporate to act reasonably.
• [11] Even when an Ordinary Member, Chris Percival, invoked Section 43 to request an EGM on April 1, 2025, the BCM initially approved it, but the Chair/Committee ultimately vetoed the request, which the applicant says involved a contravention of section 43.
• [12] The applicant unsuccessfully submitted a conciliation application with this Office. A session was scheduled for 12 June 2025, but was cancelled and the dispute was referred back to the Commissioner on June 19, 2025, because of the committee's refusal to participate.
• [13] The applicant concludes that the Committee's actions, including repeated failures to respond, unreasonable rejection of valid submissions, and refusal to engage in conciliation, demonstrate bad faith and justify the requested orders from an adjudicator.

• [14] Pursuant to section 243 of the Act, all lot owners and the body corporate were invited to make submissions regarding the outcomes sought by the applicant. Thirteen submissions were received from lot owners and each of the submissions support the application. No submissions opposed the application.
• [15] The submissions detail a history of internal disputes and allege poor governance of the body corporate. It is claimed that issues within the body corporate include past defective committee elections. For example it is been claimed no valid committee election was held from 2016 until 2023, ignoring the legislative requirement of Commercial Module 14(2), despite guidance from multiple strata managers and long-term committee members.
• [16] Various lot owners say that three separate requests for an EGM were submitted by owners in full compliance with the Act, including the third request for an EGM which was lawfully submitted on 7 March 2025. They say that although each request satisfied statutory requirements, including proper authorisation and clear resolutions, the committee failed to act. The Committee did not provide responses, either acknowledging or refusing the requests. However despite this, the Committee later noted in meeting minutes that an EGM would not be called due to an "incorrect format." No specific deficiencies were identified, nor was any opportunity given to rectify perceived issues.
• [17] The committee claimed that the requests were invalid but failed to give plausible reasons for the alleged invalidity. It is submitted that the requests meet the legislative criteria (e.g., signed by sufficient voters, clearly stating proposed resolutions). They believe the committee's inaction and lack of proper justification constitute a clear breach of its duties under Sections 41 to 43 of the Commercial Module.

• [18] Following receipt of the application the Commissioner invited submissions from the committee and all owners.[1] Thirteen submissions in support of the application were received from lot owners.
• [19] The application was referred to department adjudication.[2] I have now investigated the dispute, including reviewing the application and submission.[3]

• [20] Section 42 of the Commercial Module prescribes how a requested EGM may be brought on initially. It says, relevantly:

42 Requirement for requested extraordinary general meeting [SM, s 84]

(1) An extraordinary general meeting (a requested extraordinary general meeting) of the body corporate must be called if a notice requesting an extraordinary general meeting to consider and decide motions proposed in the notice is -

(a) signed by or for the owners of at least 25% of all the lots included in the community titles scheme; and

(b) given to the secretary or, in the secretary's absence, the chairperson or, if the committee has not yet been chosen, the original owner.

(2) The secretary may be presumed to be absent if the notice is given to the secretary at the address for service of the body corporate and no reply is received within 7 days.

(a) must be called, within 14 days after the notice is given under subsection (1), by the person to whom the notice is given; and

(b) must be held within 6 weeks after the notice is given.

_Note - _ Section 49 provides a general meeting must be held at least 21 days after notice is given to the lot owners.

(4) A requested extraordinary general meeting of the body corporate may be called even though the body corporate's first annual general meeting has not yet been held.

• [21] Section 43 of the Commercial Module provides:

43 Failure to call requested extraordinary general meeting [SM, s 85]

(1) This section applies if a requested extraordinary general meeting is not called within 14 days after the notice (the original request) requesting the meeting is given under section 42(1).

(2) The owners of lots by or for whom the original request was signed may, in writing, request a committee member, other than the committee member to whom the original request was given, to call the meeting.

(3) The committee member must call the requested extraordinary general meeting within 14 days after the written request is given to the member.

• [22] The applicant states that a formal Extraordinary General Meeting (EGM) request, supported by more than 25% of owners, was submitted via email on January 19, 2025, but was ignored. The Secretary, Sebastian Ioppolo, allegedly failed to respond within 14 days, in contravention of section 42(1) of the Act.
• [23] Further, the applicant says an agenda item submitted on February 14, 2025, to discuss the refusal to call the EGM was excluded from the agenda. The Committee cited "unacceptable format" as a reason to unlawfully refuse calling an EGM, breaching Section 100(1) of the Act.
• [24] I have been provided with a copy of a formal Extraordinary General Meeting (EGM) request, supported by more than 25% of owners that was submitted to the body corporate manager on 19 January 2025. It reads as follows:

Subject: Formal Request for Extra ordinary General Meeting (EOM)

I am writing on behalf of the owners of 53 lots at Reef Terraces CTS 888 to formally request the

convening of an Extraordinary General Meeting (EGM) in accordance with the Body Corporate and Community Management Act 1997 (Qld). This request is supported by signed confirmations from over 25% of the lot owners, as mandated by the Act (Refer to Appendix1).

As the Secretary's legal obligation is to call this EGM in compliance with the Act, we urge you to

swiftly forward this request and take necessary steps to ensure the meeting Is convened within the required timeframes.

We must stress the importance of this request and urge that the Secretary be fully informed of their responsibilities. Adherence to the required timelines is crucial and we remind the Secretary of the potential consequences of failing to fulfill this request.

While we regret the tone of this letter, it is vital to address the historical context: there have been

numerous instances of the Secretary not acknowledging or engaging in correspondence with several lot owners, resulting in significant mistrust within our community.

We appreciate your immediate attention to this matter and look forward to your prompt response regarding the convening of the EGM in accordance with the requirements of the Act.

As mandated by the Act, the EGM must be called upon receipt of a written request from a minimum of 25% of the lot owners. We have successfully collected the necessary support from the owners listed below, along with their verified correspondence.

Please note as you might already be aware, that the use of electronic signatures under Queensland body corporate law is primarily governed by the Body Corporate and Community Management Act 1997 an supporting regulations while the act does not explicitly defined electronic signature the legislation's emphasis on writing is broadly interpreted to include electronic forms this interpretation alliance with the Electronic Transactions Act 2001 ETA which provides a legal framework for electronic transactions in QLD.

46, 68, 67, 108, 79, 29, 5, 122, 93, 47, 31, 13, 40, 100, 70, 96, 102, 98, 3, 54, 71, 69, 119, 39, 78, 1, 105, 132, 41, 64, 7, 95, 126, 42, 119, 62, 123, 1013, 13, 51, 130, 133, 32, 85, 15, 48, 125, 1, 66, 113, 140, 30, 92 (Refer to appendix 1).

• [25] Also attached was the following document:

Proposed Motions for the Extraordinary General Meeting (EGM)

We seek to hold the EGM to consider and vote on the following motions:

Proposed Resolution: That the executive committee of the body corporate for Reef Terraces be

removed by ordinary resolution , effective immediately. We propose that David Barnett be

appointed as Chair, Gary Lumsden as Secretary, and Angela Bednar as Treasurer."

If Motion I is not passed, please consider the following:

Motion 2 - Removal and Replacement of Chair, Gail Hood

Proposed Resolution: That the existing Chair, Gail Hood, for the Body Corporate for Reef Terraces be removed by ordinary resolution, effective immediately, and replaced by David Barnett

Motion 3 - Removal of Secretary, Sebastian Loppolo

Proposed Resolution: "That the existing Secretary, Sebastian loppolo, be removed by ordinary resolution, effective immediately, and that he be replaced by Gary Lumsden.

Proposed Resolution: "'That the existing Treasurer, Michael Cain, for the Body Corporate for Reef

Terraces CTS 888 be removed by ordinary resolution, effective immediately, and replaced by Angela Bednar."

We kindly request that you ensure the Secretary complies with the following timeframes for convening the EGM:

• Call the EGM within 14 days of receiving this request .
• Ensure that the EGM is held within 6 weeks of receiving this request .
• Provide all lot owners with at least 21 days' written notice of the meeting, including the details of the date, time, location, and agenda.

We appreciate your immediate attention to this matter, as timely action is essential for the proper

functioning of our Body Corporate. It is crucial for the Secretary to comprehend the importance of these deadlines and the necessity for effective and professional communication with all lot owners regarding this EGM.

• [26] I am of the view that as 53 of the 146[4] lot owners requested extraordinary general meeting, the requirement that the request be made by at least 25% of lots was satisfied. For the reasons outlined below, I am also of the view that the owners of at least 25% of the lots in the scheme signed the request for an EGM.
• [27] Section 14 of the Electronic Transactions Act 2001 (Qld) ("ETA"), provides that an electronic signature is not defined as a specific technology or format but sets out the conditions under which an electronic method of signing is legally valid. It states that if a law requires a person's signature, that requirement is taken to have been met by an electronic communication if the following three conditions are satisfied:

• Identifies the person, and
• Indicates the person's intention with respect to the information communicated.

An example would be typing one's name at the end of an email to indicate approval.

The method used must be as reliable as appropriate for the purpose for which the information was communicated, having regard to all the circumstances (including any relevant agreement).

The person to whom the signature is given (or by whom it is required) must consent to the use of the electronic method. If both parties agree to communicate electronically (explicitly or implicitly), this condition is met. I am therefore of the view that an "electronic signature" under the Act would include typing a name in an email or document

• [28] Further, I note that when an Ordinary Member, Chris Percival, invoked Section 43 to request an EGM on April 1, 2025, the BCM initially approved it, but the Chair/Committee ultimately vetoed the request, which the applicant says involved a contravention of section 43.
• [29] The applicant unsuccessfully submitted a conciliation application with this Office. A session was scheduled for 12 June 2025, but was cancelled and the dispute was referred back to the Commissioner on June 19, 2025, because of the committee's refusal to participate.
• [30] Section 280 of the Act provides power to make such an order:

(a) the applicant for an adjudication application made a conciliation application for the same dispute; and

(b) the respondent to the adjudication application was the respondent to the conciliation application; and

(c) the commissioner ended the conciliation application under section 252K because the respondent failed, without reasonable excuse, to participate in the department conciliation.

(2) If asked by the applicant, the adjudicator may order the respondent to pay to the applicant the amount paid by the applicant under section 239 (1) (c) as fees for the conciliation application and adjudication application.

• [31] I am in agreement with the applicant, that the Committee's actions, including repeated failures to respond, unreasonable rejection of valid submissions, and refusal to engage in conciliation, demonstrate bad faith and justify the requested orders from an adjudicator.
• [32] I have therefore ordered that pursuant to Section 280 of the Act, the body corporate is to reimburse the applicant application fees totalling $228.60. This total includes $114.30 for the Conciliation application fee and $114.30 for the Adjudication application fee, incurred because the body corporate allegedly acted unreasonably.

[3] The investigative powers of an adjudicator are set out in section 271 of the Act