Div 5General meetings

Division 5—General meetings 33—Holding of general meetings (1) A strata corporation may hold a meeting of its members (a general meeting) at any time. (2) Such a meeting may be convened by— (a) the secretary; or (b) if the corporation has a management committee—any two members of the committee; or (c) the unit holders of one-fifth or more of the total number of units; or (d) in the case of the first such meeting—the original registered proprietor; or (e) order of the Magistrates Court (made on the application of a person of a class specified in section 41AA). (3) A meeting is convened by giving written notice of the day, time and place of the meeting to all unit holders at least 14 days before the date of the meeting. (3aa) A unit holder may not nominate another person to be given notices referred to in subsection (3) on his or her behalf (although nothing prevents the strata corporation from agreeing to provide notices to such a person in addition to the unit holder). (3a) A person or group of persons proposing to convene a meeting of the members of a strata corporation should take reasonable steps to ensure that the proposed day, time and place are reasonably convenient to a majority of members of the corporation. (4) The corporation must hold at least one such meeting (the annual general meeting) in every calendar year and no more than 15 months after the last such meeting. (4a) The notice convening a general meeting must set out the agenda for the meeting. (4b) The agenda must include— (a) the text of any unanimous or special resolutions to be moved at the meeting; and (b) a motion confirming the minutes of the previous general meeting; and (c) in the case of an annual general meeting— (i) presentation of the accounts for the previous accounting period; and (ii) contributions to be paid by members for the current accounting period; and (iii) presentation of statements required under section 33A; and (iv) presentation of copies of all insurance policies required under this Act; and (v) such other matters as are required by regulation. (5) Subject to subsection (6), no business may be transacted at a general meeting of the corporation unless a quorum, consisting of persons entitled to exercise the voting power in respect of not less than one-half of the units, is present at the time when the meeting proceeds to business. (6) If a quorum is not formed within half an hour of the time appointed for a general meeting of the corporation— (a) the unit holders present must appoint another day for the meeting, being a day at least seven days but not more than 14 days away; and (b) the meeting then stands adjourned to that day at the same place and time; and (c) if the quorum is not formed at the adjourned meeting within half an hour of the relevant time, the persons who are present and entitled to vote constitute a quorum. (7) Where a meeting of the corporation is adjourned under subsection (6), the secretary of the corporation must cause reasonable notice of the day, place and time of the adjourned meeting to be given, in writing, to the unit holders. (8) Subject to subsection (9), in the absence of the presiding officer, a person present may be appointed to preside at the meeting by the persons present and entitled to vote at the meeting. (9) A person who is a body corporate manager in relation to a corporation, or is an employee of such a body corporate manager, may preside at a meeting of the corporation if a majority of the persons present and entitled to vote at the meeting agree to that person presiding (and the body corporate manager or employer is taken not to be entitled to vote for that purpose except in circumstances prescribed by the regulations). (10) The regulations may make further provision in relation to the procedures to be followed at a meeting at which a body corporate manager, or an employee of a body corporate manager, is to preside. (11) A unit holder may, in accordance with any requirements prescribed by regulation, attend, and vote, at a meeting by telephone, video‑link, Internet connection or any similar means of remote communication (provided that no obligation lies on a strata corporation to provide such facilities to unit holders who wish to attend or vote in such a manner). (12) In this section— accounting period, for a strata corporation, means the accounting period for the corporation under section 40(2). 33A—Statement of expenditure etc (1) A statement setting out the following information must be presented by a strata corporation to each annual general meeting of the corporation: (a) proposed expenditure (other than recurrent expenditure) for the period prescribed by the regulations for the purposes of this paragraph (which must not exceed 5 years); (b) the estimated expenditure of a recurrent nature and the estimated expenditure of a non‑recurrent nature to be made by the corporation in the current financial year; (c) the estimated expenditure in future years for which funds should be raised now and held in reserve; (d) the amount to be raised by way of contributions from unit holders to cover the expenditure referred to in paragraphs (b) and (c). (2) New information must be prepared for the purposes of subsection (1)(a) at the times prescribed by regulation. (3) A statement presented to a meeting in accordance with this section forms part of the minutes of the meeting. (4) The regulations may exclude a strata corporation of a specified class from the operation of subsections (1)(a) and (2). (5) In this section— recurrent, in relation to expenditure, means expenditure for a particular purpose that is normally made every year or more frequently. 34—Voting at general meetings (1) Subject to this section, at a general meeting of a strata corporation, one vote may be exercised in respect of each unit on any matter arising for decision. (2) If— (a) all of the units comprised in the strata scheme consist of non-residential premises; and (b) the strata corporation has, by unanimous resolution, decided to adopt the voting system provided by this subsection, then a number of votes is exercisable in respect of each unit equivalent to the unit entitlement of the unit. (2a) A unit holder may nominate another person (a proxy) to attend and vote at meetings on his or her behalf. (3) A vote may be exercised as follows: (a) it may be exercised (subject to paragraph (b)) by the unit holder or a proxy of the unit holder; (b) if there are two or more unit holders in respect of the same unit, the following provisions apply: (i) if only one attends the meeting—the vote is exercisable by that unit holder; (ii) if two or more attend the meeting—the vote is exercisable by one of them on behalf of all in accordance with an agreement between them or, if there is no such agreement, by the unit holder whose name appears first on the certificate of title for the unit. (3a) The nomination of a person as a proxy of a unit holder— (a) must— (i) be made by written notice to the secretary of the strata corporation; and (ii) specify whether the nominated person— (A) is nominated to attend and vote at all meetings, and in relation to all matters, on behalf of the unit holder; or (B) is nominated to attend and vote only at specified meetings, or in relation to specified matters, on behalf of the unit holder; and (b) may specify conditions in relation to the nomination; and (c) if a specified condition requires the nominated person to vote in a particular way in relation to a matter in which the unit holder has a direct or indirect pecuniary interest (other than an interest that the unit holder has in common with all the holders of the strata units)—must specify the nature of the unit holder's pecuniary interest; and (d) may be revoked by the unit holder at any time by subsequent written notice to the secretary (and any contract or agreement to the contrary is unenforceable); and (e) is effective for a period of 12 months or such lesser period as may be specified in the written notice of nomination unless the nomination is revoked earlier under paragraph (d); and (f) does not derogate from the power of the unit holder to attend and vote at meetings on his or her own behalf. (3b) Failure to comply with a requirement of subsection (3a)(a) will invalidate the nomination. (3c) Without limiting subsection (3a), if a person who is a body corporate manager or an employee of a body corporate manager is nominated as a proxy of a unit holder of the corporation, the nomination ceases to have effect on the person ceasing to be a body corporate manager in relation to the corporation or an employee of such a body corporate manager (as the case may require). (3d) If a unit holder appoints, by general power of attorney under section 5 of the Powers of Attorney and Agency Act 1984, a person as his or her attorney specifically for the purpose of attending and voting at meetings, or specified meetings, of the strata corporation, the appointment is, despite any provision of that Act or the terms of the general power of attorney, effective for a period of 12 months or such lesser period as may be specified in the power of attorney unless the power of attorney is revoked earlier. (3e) If a general power of attorney referred to in subsection (3d) appoints a body corporate manager, a copy of the instrument of appointment must be provided to the secretary of the corporation before the meeting, or the first of the meetings, to which it relates. (3f) The secretary of the corporation must ensure that a copy of each written notice of nomination, and each instrument provided under subsection (3e), applying in relation to a meeting is available for inspection at the meeting before any matter is voted on. (4) A unit holder may exercise an absentee vote on a proposed resolution by giving the secretary written notice of the proposed vote at least six hours before the time of the meeting. (5) A written ballot may be demanded by a unit holder (or a proxy of a unit holder) attending a meeting. (6) Such a ballot will be taken amongst the unit holders (or proxies of unit holders) attending the meeting in such manner as the person presiding at the meeting thinks fit. (7) Except where a unanimous resolution is required, a vote is not exercisable in relation to a unit unless all amounts due and payable to the strata corporation in respect of the unit have been paid. (8) Except where otherwise provided by this Act or by the articles of a strata corporation, the decisions of the corporation in a general meeting will be made by ordinary resolutions. 34A—Duty to disclose interest (1) If a person (whether a co‑owner of a unit or not) has been nominated to attend and vote at a meeting of a strata corporation on behalf of another person, the nominated person must— (a) if the nominated person has a direct or indirect pecuniary interest in any matter to be voted on at a meeting— (i) if it is practicable to do so, disclose the nature of the interest to his or her principal before the vote is taken; or (ii) in any other case, disclose the nature of the interest to his or her principal as soon as practicable after the vote is taken; and (b) if the nominating person declared a pecuniary interest in accordance with section 34(3a)(c) in relation to the matter, the nominated person must disclose the nature of the interest to the members present at the meeting before the vote on the matter is taken. (2) A co‑owner of a unit is not obliged by subsection (1) to disclose an interest that he or she has in common with his or her other co‑owners. (3) A person who— (a) attends and is entitled to vote at, a meeting of a strata corporation; or (b) presides at such a meeting, and who has a direct or indirect pecuniary interest in any matter to be voted on at the meeting must disclose the nature of the interest to the members present at the meeting before the vote is taken. (4) A unit holder is not obliged by subsection (3) to disclose an interest that he or she has in common with all of the unit holders. (5) It is a defence to a charge of an offence against this section to prove that the defendant was not, at the time of the alleged offence, aware of his or her interest in the matter. Division 6—Management committee 35—Management committee (1) Subject to subsection (1a), a strata corporation may, by ordinary resolution, appoint a management committee of unit holders. (1a) Where all of the units comprised in the strata scheme consist of non-residential premises, the management committee may consist of, or include, persons who are not unit holders. (2) A management committee will, subject to any limitation imposed by the strata corporation, have full power to transact any business of the corporation. (3) A management committee does not have power to do anything for which a special or unanimous resolution of the strata corporation is required by this Act or by the articles of the corporation. (4) The prescribed number of members of a management committee constitute a quorum of the committee and no business may be transacted at a meeting of the committee unless a quorum is present. (4a) The prescribed number for the purposes of subsection (4) is a number ascertained by dividing the total number of members of the committee by two, ignoring any fraction resulting from the division, and adding one. (4b) A decision supported by a majority of the members at a meeting of a management committee of which at least three days notice has been given to all members will be taken to be a decision of the committee. (5) A member of a management committee holds office on terms fixed by the strata corporation and may be removed by ordinary resolution of the strata corporation at any time. (6) A management committee may co-opt a suitable person to fill a casual vacancy in the membership of the committee. (7) A member of a management committee can appoint another person (who must, unless all of the units comprised in the strata scheme consist of non-residential units, be a unit holder) to act as his or her proxy at any meeting of the committee that the member is unable to attend. (8) A management committee must— (a) keep minutes of its proceedings; and (b) cause proper accounting records to be kept in respect of money received and expended by it. (9) Subject to the articles and any direction of the strata corporation, a committee may otherwise regulate its meetings and proceedings as it thinks fit. (10) A strata corporation may appoint or engage a person to assist its management committee in the performance of the committee's functions. 36—Validity of acts Where a management committee acts honestly, the subsequent discovery of some defect affecting the appointment of a member, or the right of a person to act as a member, does not invalidate an act of the committee.