NORTHERN TERRITORY OF AUSTRALIA
UNIT TITLES (MANAGEMENT MODULES) REGULATIONS 2009
As in force at 12 April 2017
Table of provisions
1 Citation ............................................................................................ 1
2 Commencement .............................................................................. 1
3 Definitions ........................................................................................ 1
4 Management modules ..................................................................... 1
5 Change in management module...................................................... 2
6 Offences .......................................................................................... 2
Schedule 1 Management module – standard plan
Part 1 Preliminary matters
1 Definitions ........................................................................................ 3
2 Decisions of corporation .................................................................. 4
3 Interim resolutions ........................................................................... 4
Part 2 Committee of corporation
Division 1 Constitution of committee
4 Constitution of committee before first annual general meeting ........ 4
5 Number of members of committee after first annual general
meeting ............................................................................................ 5
6 Election of committee members ...................................................... 5
7 Term of office of committee member ............................................... 6
8 Code of conduct for committee member .......................................... 7
9 Removal of member for breach of code .......................................... 7
10 Acting committee member ............................................................... 8
Division 2 Committee meetings
11 How often committee meets ............................................................ 8
12 Calling committee meeting .............................................................. 8
13 Notice of committee meeting ........................................................... 8
14 Quorum at committee meeting ........................................................ 8
15 Interim resolutions if no quorum present ......................................... 9
16 Attendance by teleconferencing ...................................................... 9
17 Procedures for committee meeting ................................................ 10
18 Voting at committee meeting ......................................................... 10
19 Minutes of committee meeting ....................................................... 10
20 Notice of opposition to decision of committee meeting .................. 10
Unit Titles (Management Modules) Regulations 2009 ii
Division 3 Powers of committee
21 Giving effect to decisions of committee ......................................... 11
22 Committee decisions are decisions of corporation ........................ 11
Part 3 Meetings of corporation
Division 1 Matters to be decided by corporation
23 Corporation may decide certain matters ........................................ 11
Division 2 Annual general meetings
Subdivision 1 First annual general meeting
24 Calling first annual general meeting .............................................. 11
25 Documents to be given by original proprietor ................................ 12
26 Matters to be decided at first annual general meeting ................... 12
Subdivision 2 Further annual general meetings
27 Annual general meetings ............................................................... 13
28 Agenda for annual general meeting............................................... 13
Division 3 Calling general meetings
29 Calling general meeting other than the first annual general
meeting .......................................................................................... 13
30 Notice of general meeting .............................................................. 14
31 Quorum at general meeting ........................................................... 15
32 Interim resolutions if no quorum present ....................................... 15
33 Attendance by teleconferencing .................................................... 16
34 Procedures for general meeting .................................................... 16
35 Chairperson of general meeting .................................................... 16
Division 4 Voting at general meeting
Subdivision 1 Voting generally
36 Voting by chairperson .................................................................... 16
37 Method of voting ............................................................................ 17
38 Result of voting .............................................................................. 17
39 Polls ............................................................................................... 17
Subdivision 2 Alternative methods of voting
40 Appointment of proxy ..................................................................... 18
41 Absentee vote on resolution without dissent or unanimous
resolution ....................................................................................... 18
Unit Titles (Management Modules) Regulations 2009 iii
Subdivision 3 Right to vote
42 Loss of right to vote for failure to pay contributions ....................... 19
43 Voting by mortgagees .................................................................... 19
44 Tribunal may appoint person to vote ............................................. 20
45 Voting by children .......................................................................... 20
Part 4 Financial and record management
46 Financial records ........................................................................... 20
47 Audit of accounting records ........................................................... 21
48 Other records of corporation .......................................................... 22
49 Access to records .......................................................................... 22
Part 5 Administrative matters
50 Corporation may engage or employ persons ................................. 23
51 Committee may engage manager ................................................. 23
52 Functions of manager .................................................................... 23
53 Code of conduct for manager ........................................................ 23
54 Delegation of corporation functions and powers ............................ 23
55 Delegation of committee functions and powers ............................. 24
56 Committee may approve proxy form.............................................. 24
Part 6 Code of conduct for committee members
57 Application ..................................................................................... 24
58 Compliance with Act ...................................................................... 25
59 Honesty, fairness and confidentiality ............................................. 25
60 Improper conduct........................................................................... 25
61 Conflict of interests ........................................................................ 25
Part 7 Code of conduct for manager
62 Application ..................................................................................... 25
63 Compliance with Act ...................................................................... 25
64 Honesty, fairness and professionalism .......................................... 25
65 Skill, care and diligence ................................................................. 25
66 Acting in best interests of corporation ............................................ 26
67 Keeping corporation informed........................................................ 26
68 Ensuring others comply with Act.................................................... 26
69 Misleading conduct ........................................................................ 26
70 Unconscionable conduct ............................................................... 26
71 Supply at competitive prices .......................................................... 26
72 Conflict with obligations ................................................................. 26
73 Record keeping ............................................................................. 27
Unit Titles (Management Modules) Regulations 2009 iv
Schedule 2 Management module – small plan
Part 1 Preliminary matters
1 Definitions ...................................................................................... 28
2 Decisions of corporation ................................................................ 28
3 Interim resolutions ......................................................................... 29
Part 2 Committee of corporation
Division 1 Constitution of committee
4 Constitution of committee before first annual general meeting ...... 29
5 Number of members of committee after first annual general
meeting .......................................................................................... 29
6 Election of committee members .................................................... 30
7 Term of office of committee member ............................................. 30
8 Code of conduct for committee member ........................................ 31
9 Removal of member for breach of code ........................................ 32
Division 2 Committee meetings
10 How often committee meets .......................................................... 32
11 Calling committee meeting ............................................................ 32
12 Notice of committee meeting ......................................................... 33
13 Quorum at committee meeting ...................................................... 33
14 Interim resolutions if no quorum present ....................................... 33
15 Attendance by teleconferencing .................................................... 33
16 Procedures for committee meeting ................................................ 33
17 Minutes of committee meeting ....................................................... 33
18 Committee decisions are decisions of corporation ........................ 34
Part 3 Meetings of corporation
Division 1 Matters to be decided by corporation
19 Corporation may decide certain matters ........................................ 34
Division 2 General meetings
20 Calling first annual general meeting .............................................. 34
21 Documents to be given by original proprietor ................................ 34
22 Annual general meetings ............................................................... 35
23 Calling general meeting ................................................................. 35
24 Notice of general meeting .............................................................. 35
25 Quorum at general meeting ........................................................... 36
26 Interim resolutions if no quorum present ....................................... 36
27 Attendance by teleconferencing .................................................... 36
28 Procedures for general meeting .................................................... 36
Unit Titles (Management Modules) Regulations 2009 v
29 Chairperson of general meeting .................................................... 36
Division 3 Voting at general meeting
Subdivision 1 Voting generally
30 Voting by chairperson .................................................................... 37
31 Method of voting ............................................................................ 37
32 Result of voting .............................................................................. 37
Subdivision 2 Alternative method of voting
33 Appointment of proxy ..................................................................... 37
Subdivision 3 Right to vote
34 Loss of right to vote for failure to pay contributions ....................... 38
35 Voting by mortgagees .................................................................... 38
36 Voting by children .......................................................................... 39
Part 4 Record management
37 Records of corporation .................................................................. 39
38 Access to records .......................................................................... 40
Part 5 Administrative matters
39 Corporation may engage or employ persons ................................. 40
40 Corporation may engage manager ................................................ 40
41 Functions of manager .................................................................... 41
42 Code of conduct for manager ........................................................ 41
43 Delegation of corporation functions and powers ............................ 41
44 Delegation of committee functions and powers ............................. 41
Part 6 Code of conduct for committee members
45 Application ..................................................................................... 42
46 Compliance with Act ...................................................................... 42
47 Honesty, fairness and confidentiality ............................................. 42
48 Improper conduct........................................................................... 42
49 Conflict of interests ........................................................................ 42
Part 7 Code of conduct for manager
50 Application ..................................................................................... 42
51 Compliance with Act ...................................................................... 42
52 Honesty, fairness and professionalism .......................................... 43
53 Skill, care and diligence ................................................................. 43
54 Acting in best interests of corporation ............................................ 43
Unit Titles (Management Modules) Regulations 2009 vi
55 Keeping corporation informed........................................................ 43
56 Ensuring others comply with Act.................................................... 43
57 Misleading conduct ........................................................................ 43
58 Unconscionable conduct ............................................................... 43
59 Supply at competitive prices .......................................................... 44
60 Conflict with obligations ................................................................. 44
61 Record keeping ............................................................................. 44
ENDNOTES
NORTHERN TERRITORY OF AUSTRALIA
As in force at 12 April 2017
UNIT TITLES (MANAGEMENT MODULES) REGULATIONS 2009
Regulations under the Unit Titles Act 1975
1 Citation
These Regulations may be cited as the Unit Titles (Management
Modules) Regulations 2009.
2 Commencement
These Regulations commence on the commencement of Part 4 of
the Land Title and Related Legislation Amendment Act 2008.
3 Definitions
In these Regulations:
small plan means a units plan with less than 4 proprietors, other
than a units plan relating to an estate or condominium
development.
standard plan means:
(a) a units plan with at least 4 proprietors; or
(b) a units plan relating to an estate or condominium
development; or
(c) a building development plan.
4 Management modules
(1) Part V of the Act, as in force immediately before the
commencement date, continues to apply to a corporation for a
small or standard plan for the transitional period.
(2) The management module set out in Schedule 1 applies, for
section 58(1) of the Act, to a corporation for a standard plan after
the transitional period ends.
Unit Titles (Management Modules) Regulations 2009 2
(3) The management module set out in Schedule 2 applies, for
section 58(1) of the Act, to a corporation for a small plan after the
transitional period ends.
(4) In this regulation:
commencement date means the date of commencement of these
Regulations.
transitional period means the period of 3 months following the
commencement date.
5 Change in management module
(1) This regulation applies if the management module applying to the
corporation for a plan changes because one of the following events
happens:
(a) the number of proprietors for the plan changes;
(b) the plan becomes, or ceases to become, a units plan relating
to an estate or condominium development.
(2) The management module applying to the corporation immediately
before the event continues to apply to the corporation until 1 July
immediately following the event.
6 Offences
(1) The original proprietor for a small or standard plan must comply
with a requirement under the management module applying to the
corporation that the original proprietor give the corporation, or the
committee of the corporation, particular documents at the first
annual general meeting of the corporation.
Maximum penalty: 100 penalty units.
(2) Each committee member commits an offence if the committee for a
standard plan fails to comply with a requirement under the
management module applying to the corporation that the
committee:
(a) ensure particular records are kept for the corporation; and
(b) prepare a financial statement at the end of a financial year
showing particular information.
Maximum penalty: 20 penalty units.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 3
Schedule 1 Management module – standard plan
regulation 4(2)
Part 1 Preliminary matters
1 Definitions
(1) In this management module:
acting committee member, of a committee, see clause 10(1).
annual financial statement, see clause 46(1)(b).
annual general meeting, see clause 27.
authorised audit company, see section 9 of the Corporations
Act 2001.
committee meeting means a meeting of the committee of a
corporation.
company means:
(a) a company as defined in section 9 of the Corporations
Act 2001; or
(b) an incorporated association as defined in section 4 of the
Associations Act 2003; or
(c) any other body corporate.
first annual general meeting means a meeting mentioned in
clause 24(1) or (2).
interim resolution, see clause 3.
manager, of a plan, means a person who is engaged by the
corporation under clause 51.
notice of opposition, see clause 20(1).
restricted matter, for a corporation, means a matter a decision on
which, under the Act, the articles of the corporation or clause 23 of
this management module, may be made only by the corporation.
teleconferencing includes the use of telephone, computer or video
equipment.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 4
working day means a day other than a Saturday, Sunday or public
holiday as defined in section 4(1) of the Public Holidays Act 1981.
(2) In this management module:
(a) a reference to a committee member in relation to a corporation
is a reference to a committee-man in relation to the
corporation; and
(b) a reference to a unit includes a reference to a building lot; and
(c) a reference to a unit entitlement includes a reference to a
building lot entitlement.
2 Decisions of corporation
(1) A decision of a corporation must be made:
(a) at a general meeting of the corporation; or
(b) in accordance with the process set out in clause 32.
(2) Unless otherwise specified in this management module, a motion is
passed at a general meeting if it is passed by an ordinary
resolution.
3 Interim resolutions
(1) An interim resolution is a resolution of a committee or corporation
made at a meeting without a quorum.
(2) An interim resolution does not have effect until it becomes a
resolution in accordance with the process set out:
(a) for an interim resolution of a committee – in clause 15; or
(b) for an interim resolution of a corporation – in clause 32.
Part 2 Committee of corporation
Division 1 Constitution of committee
4 Constitution of committee before first annual general meeting
(1) Until the first annual general meeting of a corporation, the
committee of the corporation consists of the members of the
corporation.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 5
(2) If a member of the corporation is a company, the member must
appoint an individual to be a committee member in place of the
member.
(3) The committee must not exercise a power or perform a function of
the corporation unless authorised to do so by a resolution without
dissent of the corporation recorded in accordance with clause 48.
(4) Each committee member vacates office immediately before the
election of committee members at the first annual general meeting.
5 Number of members of committee after first annual general
meeting
(1) The corporation must, at its first annual general meeting:
(a) decide the number of members who will constitute the
committee; and
(b) elect the committee members.
(2) The number of committee members must be:
(a) at least 2; and
(b) unless decided by a special resolution – not more than 7.
(3) The corporation may, by a special resolution at a later annual
general meeting, vary the number.
(4) The committee consists of all the members of the corporation if:
(a) there are not more than 3 members of the corporation; or
(b) the number of members of the corporation is equal to or less
than the number decided to be the number of committee
members.
(5) A member of the corporation must appoint an individual to be a
committee member in place of the member if:
(a) the member is a company; and
(b) subclause (4) applies.
6 Election of committee members
(1) The corporation must elect the committee members at each annual
general meeting.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 6
(2) A person is eligible for election as a committee member only if the
person is an individual:
(a) who is a member of the corporation; or
(b) nominated by a member of the corporation that is a company;
or
(c) nominated by an individual who is:
(i) a member of the corporation; and
(ii) not a candidate for election as a committee member.
7 Term of office of committee member
(1) The term of office of a committee member expires immediately
before the election of the committee members at the next annual
general meeting following the committee member's election.
(2) A committee member leaves office before the member's term
expires:
(a) for a committee member who is a member of the corporation –
if the committee member stops being a member of the
corporation; or
(b) for a committee member who is a nominee of a member of the
corporation – if the member who nominated the committee
member:
(i) stops being a member of the corporation; or
(ii) gives the corporation written notice that the member has
terminated the nomination of the committee member; or
(c) if the committee member resigns from office by written notice
to the corporation; or
(d) if the corporation removes the committee member from office
under clause 9.
(3) If a committee member leaves office before the committee
member's term expires, the committee must appoint another
member of the corporation, eligible for election as a committee
member under clause 6(2), to be a committee member for the
unexpired part of the term.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 7
(4) However, if the committee consists of all the members of the
corporation because of clause 5(4):
(a) subclauses (2)(c) and (3) do not apply; and
(b) if the corporation removes a committee member from office
under clause 9, the committee continues to exist without the
member.
8 Code of conduct for committee member
The code of conduct set out in Part 6 applies to a committee
member.
9 Removal of member for breach of code
(1) If the corporation believes a committee member has breached the
code of conduct, the corporation may decide to give the committee
member a written notice stating the following:
(a) the corporation believes the committee member has breached
a stated provision of the code of conduct and the basis for that
belief;
(b) the committee member may give the corporation, within
21 working days after the committee member receives the
notice, a written response to the notice;
(c) the corporation will consider a motion to remove the
committee member from office for the breach at the next
general meeting of the corporation called after the period
mentioned in paragraph (b) ends.
(2) The corporation must:
(a) include on the agenda of the next general meeting of the
corporation, called after the period mentioned in
subclause (1)(b) ends, a motion to remove the committee
member from office for breaching the code of conduct; and
(b) attach to the agenda a copy of the notice given to the
committee member.
(3) The corporation may decide to remove the committee member from
office at the next general meeting mentioned in subclause (2)(a).
(4) In this clause:
code of conduct means the code of conduct that applies to a
committee member under clause 8.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 8
10 Acting committee member
(1) A committee member may, with the consent of the committee,
appoint a person (an acting committee member) to act in the
committee member's place at a committee meeting.
(2) The acting committee member must be eligible to be a committee
member under clause 6(2).
(3) If the acting committee member is also a committee member, the
acting committee member may vote at the meeting separately:
(a) as a committee member; and
(b) on behalf of the member who has appointed the acting
committee member.
Division 2 Committee meetings
11 How often committee meets
The committee may decide how often it meets.
12 Calling committee meeting
A committee meeting may be called by:
(a) the chairman of the committee; or
(b) the secretary of the committee; or
(c) an ordinary resolution of the committee.
13 Notice of committee meeting
(1) The secretary of the committee must give written notice of the
committee meeting to each committee member at least 5 working
days before the date of the meeting.
(2) The notice must:
(a) specify the date, time and place of the meeting; and
(b) include the agenda for the meeting.
14 Quorum at committee meeting
(1) A quorum for the committee meeting exists if at least 50% of the
committee members are present at the meeting.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 9
(2) For deciding whether or not a quorum is present, an acting
committee member is taken to be a committee member.
15 Interim resolutions if no quorum present
(1) If there is no quorum present at the meeting:
(a) the meeting may take place but all resolutions made at the
meeting are interim resolutions; and
(b) the secretary of the committee must give the following to each
committee member within 14 working days after the meeting:
(i) details of each interim resolution made at the meeting;
(ii) the minutes of the meeting;
(iii) a notice setting out the effect of subclauses (2) to (4);
(iv) a voting paper for each interim resolution.
(2) If an interim resolution is made at the meeting, a committee
member may, within 14 working days after receiving the documents
mentioned in subclause (1)(b), vote on the resolution by recording a
vote on the voting paper and sending it to the secretary.
(3) The interim resolution becomes a resolution if:
(a) at least 50% of the committee members vote on it under
subclause (2); and
(b) the votes counted in favour of confirming the interim resolution
are more than the votes counted against confirming it.
(4) If less than 50% of the committee members vote on the interim
resolution under subclause (2), it must be voted on at the next
committee meeting at which a quorum is present.
(5) An interim resolution may only be made under this clause on a
motion that may be passed by an ordinary resolution.
16 Attendance by teleconferencing
(1) A committee member may attend and participate in the committee
meeting by teleconferencing.
(2) The secretary must arrange teleconferencing facilities if requested
to do so by the member.
(3) It the member attends the meeting by teleconferencing, the
member is taken to be present at the meeting.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 10
17 Procedures for committee meeting
Except as otherwise provided in the Act and this Division, the
committee may decide the procedures for the committee meeting.
18 Voting at committee meeting
(1) The person presiding at the committee meeting has a right to vote
at the meeting as a committee member.
(2) If the voting on a motion that may be passed by ordinary resolution
is equal, the person presiding may cast the deciding vote in addition
to a vote cast under subclause (1).
19 Minutes of committee meeting
(1) The secretary of the committee must keep minutes of each
committee meeting.
(2) The following matters must be recorded in the minutes:
(a) the date, time and place of the meeting;
(b) the names of the committee members present at the meeting;
(c) the names of the committee members voting at the meeting;
(d) all resolutions of the committee made at the meeting;
(e) the voting on all resolutions of the committee at the meeting.
(3) The secretary must give a copy of the minutes to each member of
the corporation and each other person who has the right to vote at
a general meeting of the corporation within 21 working days after
the meeting.
20 Notice of opposition to decision of committee meeting
(1) One or more members of the corporation, who together have the
right to vote in relation to at least 50% of the total unit entitlements
of the plan, may give a notice opposing a decision of the committee
(a notice of opposition) to the secretary or the chairman of the
committee.
(2) The notice must be given within 7 working days after the secretary
gives a copy of the minutes containing the decision under
clause 19.
(3) The corporation must consider the notice of opposition at the next
general meeting and either approve or disapprove the decision of
the committee.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 11
Division 3 Powers of committee
21 Giving effect to decisions of committee
The committee may give effect to a decision of the committee only
if:
(a) the time for giving a notice of opposition to the decision under
clause 20 ends without a notice of opposition being given; or
(b) the decision is necessary to deal with an emergency; or
(c) the decision is approved by the corporation.
22 Committee decisions are decisions of corporation
(1) A decision of the committee on a matter is taken to be a decision of
the corporation unless:
(a) the matter is a restricted matter; or
(b) the committee cannot give effect to the decision under
clause 21.
(2) If subclause (1)(a) or (b) applies, the committee's decision has no
effect.
Part 3 Meetings of corporation
Division 1 Matters to be decided by corporation
23 Corporation may decide certain matters
Except as otherwise provided by the Act, the corporation may
decide that a matter concerning the plan may be decided only by
the corporation.
Division 2 Annual general meetings
Subdivision 1 First annual general meeting
24 Calling first annual general meeting
(1) Within 3 months after the registration of a plan, other than a plan
mentioned in subclause (2), the original proprietor for the plan must
call the first annual general meeting of the corporation for the plan.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 12
(2) Within 3 months after the registration of a plan relating to the
completion of a second or subsequent stage of a condominium
development or estate development, the committee of the
corporation for the plan must call the first annual general meeting of
the corporation.
25 Documents to be given by original proprietor
(1) At the first annual general meeting of the corporation, the original
proprietor for the plan must give the committee the following:
(a) a list of all corporation assets and liabilities;
(b) the name and contact address of the proprietor of each unit;
(c) if a manager has been engaged – the name and business
address of the manager;
(d) a copy of the plan;
(e) the accounting records kept by the original proprietor for the
corporation;
(f) documents evidencing each contract, lease and licence
binding or benefiting the corporation;
(g) each certificate of insurance in force for the plan;
(h) documents evidencing each warranty or guarantee given on
any matter for which the corporation is responsible;
(i) the common seal of the corporation;
(j) the certificate of title for the common property of the plan;
(k) a copy of this management module.
(2) However, the original proprietor is not required to give the certificate
of title for the common property if it is not in the possession or
under the control of the original proprietor.
Note for clause 25
Under regulation 6(1), it is an offence for the original proprietor to fail to comply
with this clause.
26 Matters to be decided at first annual general meeting
The corporation must, at the first annual general meeting:
(a) decide whether any insurance policies in force for the plan
should be retained, varied or extended; and
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 13
(b) determine, under section 36 of the Act, the member
contributions for the plan; and
(c) decide, under clause 23, which matters may be decided only
by the corporation; and
(d) decide whether any matters mentioned in paragraph (c) must
be decided by a special resolution, a resolution without dissent
or a unanimous resolution; and
(e) decide whether the articles of the corporation in force
immediately before the meeting should continue to be in force
or be varied.
Subdivision 2 Further annual general meetings
27 Annual general meetings
After the first annual general meeting, the corporation must hold a
general meeting (the annual general meeting):
(a) at least once every calendar year; and
(b) within 15 months after the last annual general meeting.
28 Agenda for annual general meeting
The following matters must be on the agenda for an annual general
meeting:
(a) election of committee members;
(b) consideration of the engagement of a manager;
(c) consideration of the annual financial statement;
(d) approval of a budget for the next financial year;
(e) review of existing delegations and consideration of proposed
delegations.
Division 3 Calling general meetings
29 Calling general meeting other than the first annual general
meeting
A general meeting of the corporation, other than the first annual
general meeting, may be called by:
(a) the chairman of the committee; or
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 14
(b) the secretary of the committee; or
(c) the manager; or
(d) a person who has the right to vote at the meeting nominated
by persons who together have the right to vote in relation to at
least 25% of the total unit entitlements of the plan.
30 Notice of general meeting
(1) The person calling the general meeting must give written notice of
the meeting to each person who has the right to vote at the
meeting:
(a) for an estate management corporation – at least 28 working
days before the date of the meeting; or
(b) otherwise:
(i) at least 14 working days before the date of the meeting;
or
(ii) if a unanimous resolution or a resolution without dissent
is proposed to be moved at the meeting – at least
21 working days before the date of the meeting.
(2) The notice must:
(a) specify the date, time and place of the meeting; and
(b) include the agenda for the meeting; and
(c) if the meeting is the annual general meeting – include the
annual financial statement for the corporation; and
(d) include the text of any special resolution, resolution without
dissent or unanimous resolution to be moved at the meeting.
(3) The proceedings at the meeting are not invalidated only because
notice of the meeting is not given in accordance with this clause.
(4) However, the meeting must be adjourned to a later date decided by
the persons present who have a right to vote at the meeting if:
(a) notice of the meeting is given to a person who has the right to
vote at the meeting after the last day for giving notice under
subclause (1); and
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 15
(b) the person requests an adjournment:
(i) before the meeting, in writing to the secretary of the
committee; or
(ii) at the meeting.
31 Quorum at general meeting
A quorum for the general meeting exists if persons who together
have the right to vote in relation to at least 50% of the total unit
entitlements of the plan are present at the meeting.
32 Interim resolutions if no quorum present
(1) If there is no quorum present at the general meeting:
(a) the meeting may take place but all resolutions made at the
meeting are interim resolutions; and
(b) the secretary of the committee must give the following to each
person who has the right to vote at a general meeting within
14 working days after the meeting:
(i) details of each interim resolution made at the meeting;
(ii) the minutes of the meeting;
(iii) a notice setting out the effect of subclauses (2) and (3).
(2) If an interim resolution is made at the meeting, a person may, in
accordance with clauses 29 and 30, call a further general meeting
within 29 working days after the date of the interim resolution.
(3) An interim resolution becomes a resolution of the corporation:
(a) if notice of a further general meeting is given and the meeting
is held within 28 working days after the notice is given – if the
resolution is confirmed at the meeting; or
(b) if notice of a further general meeting is given and the meeting
is not held within 28 working days after the notice is given – at
the end of that 28 working day period; or
(c) otherwise – 29 working days after the date of the interim
resolution.
(4) An interim resolution may only be made under this clause on a
motion that may be passed by an ordinary resolution.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 16
33 Attendance by teleconferencing
(1) A person who has the right to vote at a general meeting may attend
and participate in the general meeting by teleconferencing.
(2) The secretary of the committee must arrange teleconferencing
facilities if requested to do so by the person.
(3) A person who attends a meeting by teleconferencing is taken to be
present at the meeting.
34 Procedures for general meeting
Except as otherwise provided in the Act and this Division, the
corporation may decide the procedures for the general meeting.
35 Chairperson of general meeting
(1) The chairman of the committee is the chairperson of the general
meeting.
(2) If the chairman is unable to act as chairperson of the meeting, the
persons present who have the right to vote at the meeting must
elect to be chairperson for the meeting a person present at the
meeting who:
(a) has the right to vote at the meeting; or
(b) is the manager.
Division 4 Voting at general meeting
Subdivision 1 Voting generally
36 Voting by chairperson
If the chairperson of a general meeting would otherwise have the
right to vote at the meeting:
(a) the chairperson has the right to vote at the meeting; and
(b) if the voting on a motion that must be passed by an ordinary
resolution is equal, the chairperson may cast a deciding vote
in addition to a vote cast under paragraph (a).
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 17
37 Method of voting
Voting at a general meeting must be by:
(a) written vote if:
(i) a poll is taken; or
(ii) a person casts an absentee vote on a motion that must
be passed by a resolution without dissent or a
unanimous resolution; or
(b) otherwise – show of hands.
38 Result of voting
(1) Following a vote on a motion at a general meeting, the chairperson
of the meeting must either:
(a) declare the result; or
(b) if the chairperson is unable to declare the result based on a
vote by show of hands – call a poll.
(2) The declaration by the chairperson that a motion has been carried
is evidence of the fact without proof of the number or proportion of
votes recorded against or in favour of the motion.
(3) Subclause (2) does not apply if:
(a) the motion must be passed by a resolution without dissent or a
unanimous resolution; or
(b) a poll is taken under clause 39.
39 Polls
(1) A poll must be taken for a motion (including a motion that must be
passed by a special resolution, a resolution without dissent or a
unanimous resolution) if:
(a) a person present who has the right to vote on the motion calls
a poll; or
(b) the chairperson calls a poll under clause 38(1)(b).
(2) If 2 or more persons have the right to exercise 1 vote jointly, 1 of
the persons may call a poll under subclause (1)(a).
(3) A call for a poll under subclause (1)(a) may be withdrawn.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 18
(4) The result of the poll determines whether or not the motion for
which the poll was taken has been carried.
(5) The chairperson must declare the result as soon as it is
determined.
Subdivision 2 Alternative methods of voting
40 Appointment of proxy
(1) A person who has the right to vote at a general meeting may
appoint a proxy to vote on the person's behalf at the meeting.
(2) If 2 or more persons have the right to exercise 1 vote jointly, the
persons may jointly appoint a proxy to vote on their behalf.
(3) The appointment of a proxy must:
(a) be in writing in the form approved by the committee; and
(b) include the period of appointment; and
(c) if 2 or more persons are jointly appointing a proxy under
subclause (2) – be signed by each of the persons.
41 Absentee vote on resolution without dissent or unanimous
resolution
(1) If a resolution without dissent or a unanimous resolution is
proposed to be moved at a general meeting:
(a) the person giving notice of the meeting must give each person
who has the right to vote on the motion an absentee voting
paper with the notice; and
(b) a person who has the right to vote on the motion may cast an
absentee vote by recording the vote on the voting paper and
giving it to the corporation.
(2) The person must give the voting paper to the corporation by:
(a) placing it in the receptacle mentioned in section 103(2) of the
Act at least 24 hours before the meeting; or
(b) giving it to the secretary of the committee before the meeting.
(3) A person who casts an absentee vote is, except for deciding
whether a quorum is present at the meeting, taken to be present at
the meeting and to have exercised the person's vote on the motion.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 19
Subdivision 3 Right to vote
42 Loss of right to vote for failure to pay contributions
(1) A member of the corporation who fails to pay an amount of
contributions to the corporation under section 36 of the Act by the
date it is required to be paid may not, while the amount is
outstanding, vote on a motion of the corporation.
(2) Subclause (1) does not apply to a motion required to be passed by
a unanimous resolution or a resolution without dissent.
43 Voting by mortgagees
(1) If a unit owner's interest in a unit is subject to a mortgage, the
mortgagee may give the corporation written notice that:
(a) the unit is subject to the mortgage; and
(b) the mortgagee proposes to exercise voting rights under this
clause.
(2) If the mortgagee gives the notice:
(a) the member does not have a right to vote in relation to the
unit; and
(b) the mortgagee has the right to vote in relation to the unit.
(3) If the mortgage is discharged, the mortgagee's right to vote ends.
(4) If 2 or more persons are mortgagees of a unit as joint tenants or
tenants in common:
(a) the right to give notice under subclause (1) may be exercised
only by the mortgagees jointly; and
(b) the right to vote may be exercised only by the mortgagees
jointly.
(5) If a unit is held by 2 or more members as tenants in common and
one of the members has mortgaged the member's interest in the
unit:
(a) the mortgagee may give notice to the corporation under
subclause (1); and
(b) this clause applies to the mortgagee in relation to the right to
vote that the mortgagor may otherwise exercise.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 20
(6) In this clause:
mortgagee, if there are 2 or more mortgages, means the
mortgagee under the mortgage entitled to priority over the other
mortgage or mortgages.
44 Tribunal may appoint person to vote
(1) This clause applies if, for a motion that must be passed by a
resolution without dissent or a unanimous resolution:
(a) a person who has the right to vote on the motion in relation to
a unit:
(i) is unavailable to vote on the motion; and
(ii) has not appointed a proxy to vote on the person's behalf;
or
(b) the corporation does not know who has the right to vote in
relation to a unit.
(2) The Tribunal may:
(a) order that the person's right to vote may be dispensed with for
the motion or permanently; or
(b) appoint another person to exercise the right to vote on the
motion.
(3) The corporation or a person who has the right to vote on the motion
may apply for an order under this clause.
45 Voting by children
If a member of the corporation is under 18 years of age:
(a) the member cannot exercise the member's right to vote; but
(b) that right may be exercised by the member's parent or
guardian.
Part 4 Financial and record management
46 Financial records
(1) The committee must:
(a) ensure proper accounting records are kept for the corporation;
and
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 21
(b) prepare a statement (the annual financial statement) at the
end of each financial year showing:
(i) all income and expenditure of the corporation for the
year; and
(ii) all assets and liabilities of the corporation on the last day
of the year.
(2) The committee must present the annual financial statement at the
next annual general meeting held after the end of the financial year
for which the statement was prepared.
(3) The committee must ensure each accounting record and annual
financial statement is kept for at least 7 years after the date it is
created.
Note for clause 46
Under regulation 6(2), each committee member commits an offence if the
committee does not comply with subclause (1) or (3).
47 Audit of accounting records
(1) The corporation may decide at an annual general meeting that the
accounting records of the corporation for the last financial year
must be audited by:
(a) a person who is a registered company auditor, under the
Corporations Act 2001, or a firm whose members include a
registered company auditor; or
(b) an authorised audit company; or
(c) a person who is a member of CPA Australia, the Institute of
Public Accountants or the Institute of Chartered Accountants
in Australia; or
(d) another person approved by the Minister as an auditor for this
clause.
(2) A person must not audit the accounting records if the person has a
direct or indirect personal or financial interest in the corporation.
(3) The auditor must give a written report of the audit to the
corporation.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 22
48 Other records of corporation
(1) The committee must ensure the following records are kept for the
corporation:
(a) the full name and address of each member of the corporation;
(b) minutes of general meetings;
(c) copies of resolutions made at general meetings;
(d) records of the results of voting (including by poll) on motions;
(e) copies of notices given by the corporation;
(f) copies of appointments of proxies;
(g) used voting papers;
(h) correspondence sent or received by the corporation;
(i) insurance policies maintained by the corporation;
(j) contracts and agreements entered into by the corporation;
(k) leases and licences entered into by the corporation.
(2) The committee must ensure each record is kept for at least 7 years
after the date it is created.
Note for clause 48
Under regulation 6(2), each committee member commits an offence if the
committee does not comply with this clause.
49 Access to records
(1) Any of the following may apply to access a record, or specified
information contained in a record, of the corporation:
(a) a proprietor or mortgagee of a unit;
(b) a person intending to buy a unit;
(c) a person whom the corporation reasonably considers to have
a proper interest in the record or information;
(d) someone acting for a person mentioned in paragraph (a), (b)
or (c).
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 23
(2) Within 10 working days after receiving the application, the
corporation must allow the person to inspect the record or give the
person a copy of the record or information (as appropriate).
(3) Subclause (2) applies only to the extent to which the record or
information does not contain any defamatory material.
Part 5 Administrative matters
50 Corporation may engage or employ persons
The corporation may engage or employ a person to assist it in
exercising its powers and performing its functions.
51 Committee may engage manager
(1) The committee may, in writing, engage a manager to provide
administrative services for the plan.
(2) A person:
(a) is eligible to be manager whether or not the person is a
member of the corporation; and
(b) is not eligible to be manager if the person is an employee of
the corporation.
(3) If the document engaging the manager does not specify how the
engagement may be terminated, the committee may terminate the
engagement by giving 3 months written notice to the manager.
52 Functions of manager
The manager of the corporation has the functions and powers of
the corporation or committee delegated to the manager.
53 Code of conduct for manager
(1) The code of conduct set out in Part 7 applies as a term of
engagement of a person as the manager.
(2) The code of conduct prevails to the extent to which it is inconsistent
with another term of the engagement.
54 Delegation of corporation functions and powers
(1) The corporation may delegate any of its functions or powers under
this management module to:
(a) the committee; or
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 24
(b) a member of the corporation; or
(c) the manager of the corporation.
(2) However, the corporation must not delegate a power or function:
(a) that may be exercised only with the authority of a special
resolution, a resolution without dissent or a unanimous
resolution; or
(b) relating to a restricted matter.
(3) A delegation must be:
(a) authorised by an ordinary resolution of the corporation; and
(b) evidenced in writing in a document affixed with the common
seal of the corporation in accordance with section 30A of the
Act.
(4) A copy of the document evidencing the delegation must be given to
the delegate.
(5) The delegation may be revoked in the same way it is made.
55 Delegation of committee functions and powers
The committee may, in writing, delegate any of its functions or
powers under this management module to:
(a) a committee member; or
(b) a member of the corporation; or
(c) the manager of the corporation.
56 Committee may approve proxy form
The committee may approve a form to appoint a proxy.
Part 6 Code of conduct for committee members
57 Application
This Part is the code of conduct that applies to a committee
member of a corporation for a plan.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 25
58 Compliance with Act
The committee member must comply with the Act in relation to the
plan.
59 Honesty, fairness and confidentiality
(1) The committee member must act honestly and fairly in relation to
the plan.
(2) Without limiting subclause (1), the committee member must not
unlawfully disclose to anyone confidential information held by the
corporation (including, for example, confidential information about a
unit proprietor or unit occupier).
60 Improper conduct
The committee member must not engage in conduct that would
unreasonably affect a person's lawful enjoyment of a unit or the
common property of the plan.
61 Conflict of interests
The committee member must disclose to the committee any conflict
of interests the member might have in relation to a matter before
the committee.
Part 7 Code of conduct for manager
62 Application
This Part is the code of conduct that applies to a person who is
acting as the manager of a corporation for a plan.
63 Compliance with Act
The person must comply with the Act in relation to the plan.
64 Honesty, fairness and professionalism
The person must act honestly, fairly and professionally in relation to
the plan.
65 Skill, care and diligence
The person must exercise reasonable skill, care and diligence in
relation to the plan.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 26
66 Acting in best interests of corporation
The person must act in the best interests of the corporation unless
it is unlawful to do so.
67 Keeping corporation informed
The person must keep the corporation reasonably informed of a
matter concerning the corporation.
68 Ensuring others comply with Act
The person must take reasonable steps to ensure everyone
employed or engaged by the person for the plan complies with the
Act.
69 Misleading conduct
The person must not engage in misleading conduct in relation to
the plan.
70 Unconscionable conduct
(1) The person must not engage in unconscionable conduct in relation
to the plan.
(2) Without limiting subclause (1), each of the following is
unconscionable conduct in relation to the plan:
(a) requiring the corporation to comply with conditions that are
unlawful;
(b) exerting undue influence on the corporation or the proprietor
or occupier of a unit;
(c) using unfair tactics against the corporation or the proprietor or
occupier of a unit.
71 Supply at competitive prices
The person must ensure goods and services arranged by the
person to be supplied for the plan are supplied at competitive
prices.
72 Conflict with obligations
The person must not enter into any arrangement that conflicts with
the person's obligations in relation to the plan.
Schedule 1 Management module – standard plan
Unit Titles (Management Modules) Regulations 2009 27
73 Record keeping
(1) The corporation or committee may require the person to produce
records kept by the person for the plan under this management
module.
(2) The person must comply with the request.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 28
Schedule 2 Management module – small plan
regulation 4(3)
Part 1 Preliminary matters
1 Definitions
(1) In this management module:
annual general meeting, see clause 22.
committee meeting means a meeting of the committee of a
corporation.
company means:
(a) a company as defined in section 9 of the Corporations
Act 2001; or
(b) an incorporated association as defined in section 4 of the
Associations Act 2003; or
(c) any other body corporate.
interim resolution, see clause 3.
manager, of a plan, means a person who is engaged by the
corporation under clause 40.
restricted matter, for a corporation, means a matter a decision on
which, under the Act, the articles of the corporation or clause 19 of
this management module, may be made only by the corporation.
teleconferencing includes the use of telephone, computer or video
equipment.
working day means a day other than a Saturday, Sunday or public
holiday as defined in section 4(1) of the Public Holidays Act 1981.
(2) In this management module a reference to a committee member in
relation to a corporation is a reference to a committee-man in
relation to the corporation.
2 Decisions of corporation
(1) A decision of a corporation must be made at a general meeting of
the corporation.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 29
(2) Unless otherwise specified in this management module, a motion is
passed at a general meeting if it is passed by an ordinary
resolution.
3 Interim resolutions
(1) An interim resolution is a resolution of a committee or corporation
made at a meeting without a quorum.
(2) An interim resolution does not have effect until it becomes a
resolution in accordance with the process set out:
(a) for an interim resolution of a committee – in clause 14; or
(b) for an interim resolution of a corporation – in clause 26.
Part 2 Committee of corporation
Division 1 Constitution of committee
4 Constitution of committee before first annual general meeting
(1) Until the first annual general meeting of a corporation, the
committee of the corporation consists of the members of the
corporation.
(2) If a member of the corporation is a company, the member must
appoint an individual to be a committee member in place of the
member.
(3) The committee must not exercise a power or perform a function of
the corporation unless authorised to do so by a resolution without
dissent of the corporation recorded in accordance with clause 37.
(4) Each committee member vacates office immediately before the
election of committee members at the first annual general meeting.
5 Number of members of committee after first annual general
meeting
(1) The corporation must, at its first annual general meeting:
(a) decide the number of members who will constitute the
committee; and
(b) elect the committee members.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 30
(2) The number of committee members must be:
(a) at least 2; and
(b) unless decided by a special resolution – not more than 7.
(3) The corporation may, by a special resolution at a later annual
general meeting, vary the number.
(4) The committee consists of all the members of the corporation if:
(a) there are not more than 3 members of the corporation; or
(b) the number of members of the corporation is equal to or less
than the number decided to be the number of committee
members.
(5) A member of the corporation must appoint an individual to be a
committee member in place of the member if:
(a) the member is a company; and
(b) subclause (4) applies.
6 Election of committee members
(1) The corporation must elect the committee members at each annual
general meeting.
(2) A person is eligible for election as a committee member only if the
person is an individual:
(a) who is a member of the corporation; or
(b) nominated by a member of the corporation that is a company;
or
(c) nominated by an individual who is:
(i) a member of the corporation; and
(ii) not a candidate for election as a committee member.
7 Term of office of committee member
(1) The term of office of a committee member expires immediately
before the election of the committee members at the next annual
general meeting following the committee member's election.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 31
(2) A committee member leaves office before the member's term
expires:
(a) for a committee member who is a member of the corporation –
if the committee member stops being a member of the
corporation; or
(b) for a committee member who is a nominee of a member of the
corporation – if the member who nominated the committee
member:
(i) stops being a member of the corporation; or
(ii) gives the corporation written notice that the member has
terminated the nomination of the committee member; or
(c) if the committee member resigns from office by written notice
to the corporation; or
(d) if the corporation removes the committee member from office
under clause 9.
(3) If a committee member leaves office before the committee
member's term expires, the committee may decide:
(a) whether or not to fill the vacancy; and
(b) if the committee decides to fill the vacancy – how to fill the
vacancy.
(4) If the committee decides not to fill the vacancy, the committee
continues to exist without the member.
(5) However, if the committee consists of all the members of the
corporation because of clause 5(4):
(a) subclauses (2)(c) and (3) do not apply; and
(b) if the corporation removes a committee member from office
under clause 9, the committee continues to exist without the
member.
8 Code of conduct for committee member
The code of conduct set out in Part 6 applies to a committee
member.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 32
9 Removal of member for breach of code
(1) If the corporation believes a committee member has breached the
code of conduct, the corporation may decide to give the committee
member a written notice stating the following:
(a) the corporation believes the committee member has breached
a stated provision of the code of conduct and the basis for that
belief;
(b) the committee member may give the corporation, within
21 working days after the committee member receives the
notice, a written response to the notice;
(c) the corporation will consider a motion to remove the
committee member from office for the breach at the next
general meeting of the corporation called after the period
mentioned in paragraph (b) ends.
(2) The corporation must:
(a) include on the agenda of the next general meeting of the
corporation, called after the period mentioned in
subclause (1)(b) ends, a motion to remove the committee
member from office for breaching the code of conduct; and
(b) attach to the agenda a copy of the notice given to the
committee member.
(3) The corporation may decide to remove the committee member from
office at the next general meeting mentioned in subclause (2)(a).
(4) In this clause:
code of conduct means the code of conduct that applies to a
committee member under clause 8.
Division 2 Committee meetings
10 How often committee meets
The committee may decide how often it meets.
11 Calling committee meeting
A committee meeting may be called by a committee member.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 33
12 Notice of committee meeting
(1) The committee member who calls the committee meeting must give
written notice of the meeting to each committee member at least
3 working days before the date of the meeting.
(2) The notice must specify the date, time and place of the meeting.
13 Quorum at committee meeting
A quorum for the committee meeting exists if at least 50% of the
committee members are present at the meeting.
14 Interim resolutions if no quorum present
(1) If there is no quorum present at the meeting, the meeting may take
place but all resolutions made at the meeting are interim
resolutions.
(2) An interim resolution becomes a resolution of the committee if it is
confirmed at the next committee meeting at which a quorum is
present.
15 Attendance by teleconferencing
(1) A committee member may attend and participate in the committee
meeting by teleconferencing.
(2) The secretary of the committee must arrange teleconferencing
facilities if requested to do so by the committee member.
(3) A committee member who attends a meeting by teleconferencing is
taken to be present at the meeting.
16 Procedures for committee meeting
Except as otherwise provided in the Act and this Division, the
committee may decide the procedures for the committee meeting.
17 Minutes of committee meeting
(1) The secretary of the committee must keep minutes of each
committee meeting.
(2) The following matters must be recorded in the minutes:
(a) the date, time and place of the meeting;
(b) the names of the committee members present at the meeting;
(c) the names of the committee members voting at the meeting;
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 34
(d) all resolutions of the committee made at the meeting;
(e) the voting on all resolutions of the committee at the meeting.
18 Committee decisions are decisions of corporation
(1) A decision of the committee on a matter is taken to be a decision of
the corporation unless the matter is a restricted matter.
(2) If subclause (1) applies, the committee's decision has no effect.
Part 3 Meetings of corporation
Division 1 Matters to be decided by corporation
19 Corporation may decide certain matters
Except as otherwise provided by the Act, the corporation may
decide that a matter concerning the plan may be decided only by
the corporation.
Division 2 General meetings
20 Calling first annual general meeting
Within 3 months after the registration of a plan, the original
proprietor for the plan must call the first annual general meeting of
the corporation for the plan.
21 Documents to be given by original proprietor
(1) At the first annual general meeting of the corporation, the original
proprietor for the plan must give the corporation the following:
(a) a list of all corporation assets and liabilities;
(b) the name and contact address of the proprietor of each unit;
(c) if a manager has been engaged – the name and business
address of the manager;
(d) a copy of the plan;
(e) the accounting records kept by the original proprietor for the
corporation;
(f) documents evidencing each contract, lease and licence
binding or benefiting the corporation;
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 35
(g) each certificate of insurance in force for the plan;
(h) documents evidencing each warranty or guarantee given on
any matter for which the corporation is responsible;
(i) the common seal of the corporation;
(j) the certificate of title for the common property of the plan;
(k) a copy of this management module.
(2) However, the original proprietor is not required to give the certificate
of title for the common property if it is not in the possession or
under the control of the original proprietor.
Note for clause 21
Under regulation 6(1), it is an offence for the original proprietor to fail to comply
with this clause.
22 Annual general meetings
After the first annual general meeting, the corporation must hold a
general meeting (the annual general meeting):
(a) at least once every calendar year; and
(b) within 15 months after the last annual general meeting.
23 Calling general meeting
A general meeting of a corporation may be called by a person who
has the right to vote at the meeting.
24 Notice of general meeting
(1) The person calling the general meeting must give written notice of
the meeting to each person who has the right to vote at the meeting
at least 14 working days before the date of the meeting.
(2) The notice must:
(a) specify the date, time and place of the meeting; and
(b) include the agenda for the meeting.
(3) The proceedings at the meeting are not invalidated only because
notice of the meeting is not given in accordance with this clause.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 36
(4) However, the meeting must be adjourned to a later date decided by
the persons present who have the right to vote at the meeting if:
(a) notice of the meeting is given to a person who has the right to
vote at the meeting after the last day for giving notice under
subclause (1); and
(b) the person requests an adjournment:
(i) before the meeting, in writing to the secretary of the
committee; or
(ii) at the meeting.
25 Quorum at general meeting
A quorum for the general meeting exists if persons who together
have the right to vote in relation to at least 50% of the total unit
entitlements of the plan are present at the meeting.
26 Interim resolutions if no quorum present
(1) If there is no quorum present at the general meeting, the meeting
may take place but all resolutions made at the meeting are interim
resolutions.
(2) An interim resolution becomes a resolution of the corporation if it is
confirmed at the next general meeting at which a quorum is
present.
27 Attendance by teleconferencing
(1) A person who has the right to vote at a general meeting may attend
and participate in the general meeting by teleconferencing.
(2) The secretary of the committee must arrange teleconferencing
facilities if requested to do so by the member.
(3) A person who attends a meeting by teleconferencing is taken to be
present at the meeting.
28 Procedures for general meeting
Except as otherwise provided in the Act and this Division, the
corporation may decide the procedures for the general meeting.
29 Chairperson of general meeting
(1) The chairman of the committee is the chairperson of the general
meeting.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 37
(2) If the chairman is unable to act as chairperson of the meeting, the
persons present who have the right to vote at the meeting must
elect to be chairperson for the meeting a person present at the
meeting who:
(a) has the right to vote at the meeting; or
(b) is the manager.
Division 3 Voting at general meeting
Subdivision 1 Voting generally
30 Voting by chairperson
If the chairperson of a general meeting would otherwise have the
right to vote at the meeting:
(a) the chairperson has the right to vote at the meeting; and
(b) if the voting on a motion that must be passed by an ordinary
resolution is equal, the chairperson may cast a deciding vote
in addition to a vote cast under paragraph (a).
31 Method of voting
Voting at a general meeting must be by show of hands.
32 Result of voting
(1) Following a vote on a motion at a general meeting, the chairperson
of the meeting must declare the result.
(2) The declaration by the chairperson that a motion has been carried
is evidence of the fact without proof of the number or proportion of
votes recorded against or in favour of the motion.
Subdivision 2 Alternative method of voting
33 Appointment of proxy
(1) A person who has the right to vote at a general meeting may
appoint a proxy to vote on the person's behalf at the meeting.
(2) If 2 or more persons have the right to exercise 1 vote jointly, the
persons may jointly appoint a proxy to vote on their behalf.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 38
Subdivision 3 Right to vote
34 Loss of right to vote for failure to pay contributions
(1) A member of the corporation who fails to pay an amount of
contributions to the corporation under section 36 of the Act by the
date it is required to be paid may not, while the amount is
outstanding, vote on a motion of the corporation.
(2) Subclause (1) does not apply to a motion required to be passed by
a unanimous resolution or a resolution without dissent.
35 Voting by mortgagees
(1) If a unit owner's interest in a unit is subject to a mortgage, the
mortgagee may give the corporation written notice that:
(a) the unit is subject to the mortgage; and
(b) the mortgagee proposes to exercise voting rights under this
clause.
(2) If the mortgagee gives the notice:
(a) the member does not have the right to vote in relation to the
unit; and
(b) the mortgagee has an additional vote in relation to the unit.
(3) If the mortgage is discharged, the mortgagee's right to vote ends.
(4) If 2 or more persons are mortgagees of a unit as joint tenants or as
tenants in common:
(a) the right to give notice under subclause (1) may be exercised
only by the mortgagees jointly; and
(b) the right to vote may be exercised only by the mortgagees
jointly.
(5) If a unit is held by 2 or more members as tenants in common and
one of the members has mortgaged the member's interest in the
unit:
(a) the mortgagee may give notice to the corporation under
subclause (1); and
(b) this clause applies to the mortgagee in relation to the right to
vote that the mortgagor may otherwise exercise.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 39
(6) In this clause:
mortgagee, if there are 2 or more mortgages, means the
mortgagee under the mortgage entitled to priority over the other
mortgage or mortgages.
36 Voting by children
If a member of the corporation is under 18 years of age:
(a) the member cannot exercise the member's right to vote; but
(b) that right may be exercised by the member's parent or
guardian.
Part 4 Record management
37 Records of corporation
(1) The committee must ensure the following records are kept for the
corporation:
(a) the full name and address of each member of the corporation;
(b) minutes of general meetings;
(c) copies of resolutions made at general meetings;
(d) records of the results of voting on motions;
(e) copies of notices given by the corporation;
(f) copies of appointments of proxies;
(g) used voting papers;
(h) correspondence sent or received by the corporation;
(i) insurance policies maintained by the corporation;
(j) contracts and agreements entered into by the corporation;
(k) leases and licences entered into by the corporation.
(2) The committee must ensure each record is kept for at least 7 years
after the date it is created.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 40
38 Access to records
(1) Any of the following may apply to access a record, or specified
information contained in a record, of the corporation:
(a) a proprietor or mortgagee of a unit;
(b) a person intending to buy a unit;
(c) a person whom the corporation reasonably considers to have
a proper interest in the record or information;
(d) someone acting for a person mentioned in paragraph (a), (b)
or (c).
(2) Within 10 working days after receiving the application, the
corporation must allow the person to inspect the record or give the
person a copy of the record or information (as appropriate).
(3) Subclause (2) applies only to the extent to which the record or
information does not contain any defamatory material.
Part 5 Administrative matters
39 Corporation may engage or employ persons
The corporation may engage or employ a person to assist it in
exercising its powers and performing its functions.
40 Corporation may engage manager
(1) The corporation may, in writing, engage a manager to provide
administrative services for the plan.
(2) A person:
(a) is eligible to be manager whether or not the person is a
member of the corporation; and
(b) is not eligible to be manager if the person is an employee of
the corporation.
(3) If the document engaging the manager does not specify how the
engagement may be terminated, the corporation may terminate the
engagement by giving 3 months written notice to the manager.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 41
41 Functions of manager
The manager of the corporation has the functions and powers of
the corporation or committee delegated to the manager.
42 Code of conduct for manager
(1) The code of conduct set out in Part 7 applies as a term of
engagement of a person as the manager.
(2) The code of conduct prevails to the extent to which it is inconsistent
with another term of the engagement.
43 Delegation of corporation functions and powers
(1) The corporation may delegate any of its functions or powers under
this management module to:
(a) the committee; or
(b) a member of the corporation; or
(c) the manager of the corporation.
(2) However, the corporation must not delegate a power or function:
(a) that may be exercised only with the authority of a special
resolution, a resolution without dissent or a unanimous
resolution; or
(b) relating to a restricted matter.
(3) A delegation must be:
(a) authorised by an ordinary resolution of the corporation; and
(b) evidenced in writing in a document affixed with the common
seal of the corporation in accordance with section 30A of the
Act.
(4) A copy of the document evidencing the delegation must be given to
the delegate.
(5) The delegation may be revoked in the same way it is made.
44 Delegation of committee functions and powers
The committee may, in writing, delegate any of its functions or
powers under this management module to:
(a) a committee member; or
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 42
(b) a member of the corporation; or
(c) the manager of the corporation.
Part 6 Code of conduct for committee members
45 Application
This Part is the code of conduct that applies to a committee
member of a corporation for a plan.
46 Compliance with Act
The committee member must comply with the Act in relation to the
plan.
47 Honesty, fairness and confidentiality
(1) The committee member must act honestly and fairly in relation to
the plan.
(2) Without limiting subclause (1), the committee member must not
unlawfully disclose to anyone confidential information held by the
corporation (including, for example, confidential information about a
unit proprietor or unit occupier).
48 Improper conduct
The committee member must not engage in conduct that would
unreasonably affect a person's lawful enjoyment of a unit or the
common property of the plan.
49 Conflict of interests
The committee member must disclose to the committee any conflict
of interests the member might have in relation to a matter before
the committee.
Part 7 Code of conduct for manager
50 Application
This code applies to a person who is acting as the manager of a
corporation.
51 Compliance with Act
The person must comply with the Act in relation to the plan.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 43
52 Honesty, fairness and professionalism
The person must act honestly, fairly and professionally in relation to
the plan.
53 Skill, care and diligence
The person must exercise reasonable skill, care and diligence in
relation to the plan.
54 Acting in best interests of corporation
The person must act in the best interests of the corporation unless
it is unlawful to do so.
55 Keeping corporation informed
The person must keep the corporation reasonably informed of a
matter concerning the corporation.
56 Ensuring others comply with Act
The person must take reasonable steps to ensure everyone
employed or engaged by the person for the plan complies with the
Act.
57 Misleading conduct
The person must not engage in misleading conduct in relation to
the plan.
58 Unconscionable conduct
(1) The person must not engage in unconscionable conduct in relation
to the plan.
(2) Without limiting subclause (1), each of the following is
unconscionable conduct in relation to the plan:
(a) requiring the corporation to comply with conditions that are
unlawful;
(b) exerting undue influence on the corporation or the proprietor
or occupier of a unit;
(c) using unfair tactics against the corporation or the proprietor or
occupier of a unit.
Schedule 2 Management module – small plan
Unit Titles (Management Modules) Regulations 2009 44
59 Supply at competitive prices
The person must ensure goods and services arranged by the
person to be supplied for the plan are supplied at competitive
prices.
60 Conflict with obligations
The person must not enter into any arrangement that conflicts with
the person's obligations in relation to the plan.
61 Record keeping
(1) The corporation or committee may require the person to produce
records kept by the person for the plan under this management
module.
(2) The person must comply with the request.
ENDNOTES
Unit Titles (Management Modules) Regulations 2009 45
ENDNOTES
1 KEY
Key to abbreviations
amd = amended od = order
app = appendix om = omitted
bl = by-law pt = Part
ch = Chapter r = regulation/rule
cl = clause rem = remainder
div = Division renum = renumbered
exp = expires/expired rep = repealed
f = forms s = section
Gaz = Gazette sch = Schedule
hdg = heading sdiv = Subdivision
ins = inserted SL = Subordinate Legislation
lt = long title sub = substituted
nc = not commenced
2 LIST OF LEGISLATION
Unit Titles (Management Modules) Regulations (SL No. 22, 2009)
Notified 26 June 2009
Commenced 1 July 2009 (r 2, s 2 Land Title and Related Legislation
Amendment Act 2008 (Act No. 3, 2008) and Gaz S30,
26 June 2009)
Statute Law (Miscellaneous Provisions) Act 2011 (Act No. 44, 2011)
Assent date 21 December 2011
Commenced 27 January 2012 ((other than amdts to Darwin Port
Corporation Act and Marine Act listed in the Sch to Act)
Gaz S3, 27 January 2012))
Justice Legislation Amendment (Small Claims and Other Matters) Act 2016 (Act
No. 3, 2016)
Assent date 2 March 2016
Commenced pt 3: nc; rem: 1 May 2016 (s 2, s 2 Local Court Act 2015 (Act
No. 15, 2015), Gaz G1, 6 January 2016, p 9 and Gaz G15,
13 April 2016, p 4)
Guardianship of Adults Act 2016 (Act No. 15, 2016)
Assent date 7 June 2016
Commenced 28 July 2016 (Gaz S74, 27 July 2016, p 1)
Statute Law Revision Act 2017 (Act No. 4, 2017)
Assent date 10 March 2017
Commenced 12 April 2017 (Gaz G15, 12 April 2017, p 3)
3 GENERAL AMENDMENTS
General amendments of a formal nature (which are not referred to in the table
of amendments to this reprint) are made by the Interpretation Legislation
Amendment Act 2018 (Act No. 22, 2018) to: r 1 and sch 1 and 2.
ENDNOTES
Unit Titles (Management Modules) Regulations 2009 46
4 LIST OF AMENDMENTS
sch 1 amd Act No. 44, 2011, s 27; Act No. 3, 2016, s 46; Act No. 15, 2016, s 115;
Act No. 4, 2017, s 34
sch 2 amd Act No. 15, 2016, s 116