ACT: Q&A Rules Around How to Chair a General Meeting. Can this be done by an Independent person?

This question about how to chair a general meeting and whether this role can be undertaken by an independent person has been answered by Christopher Kerin, Kerin Benson Lawyers.

Question: We have several contentious issues coming up for discussion at a General Meeting. Due to this what are the rules around how to chair a general meeting? Can this role be undertaken by an independent person?

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We have the situation where there are several contentious issues coming up for discussion at a General Meeting. These issues, if agreed, will require some owners to pay more to the Owners Corporation for works undertaken and other owners to get a refund. The voting will be very close.

Every owner has a conflict of interest, including the Chair of the Executive Committee.

My questions:

• What are the rules around how to chair a general meeting? Can owners ask for an independent person to Chair the meeting? is this allowed under the Unit Titles (Management) Act 2011? and what is the procedure?
• Can owners request that the Chairperson does not use his casting vote in the case of a tied vote?

Answer: In short, the default is that the chairperson of the general meeting is the chairperson of the executive committee.

Sections 3.13, 3.30 and 3.33 of Schedule 3 of the Unit Titles (Management) Act 2011 provides as follows:

3.13 Chairperson at a general meeting

1.  The chairperson of a general meeting is the chairperson of the executive committee, unless that person—
   1. is not present at the meeting; or
   2. does not wish to be chairperson of the meeting.
2. If the executive committee’s chairperson is not present at the general meeting, at the beginning of the meeting, the people present and entitled to vote may elect someone else who is present and entitled to vote as chairperson for the meeting.
3. The chairperson for the meeting may leave the chair during the meeting for any reason.
4. If the chairperson leaves the chair during the meeting, the people present and entitled to vote must elect another person present and entitled to vote as chairperson

3.30 Voting by chairperson
At a general meeting, the chairperson may (whether or not a poll is demanded)—

1. exercise a deliberative vote as a member; and
2. if there is an equality of votes—also exercise a casting vote, unless the owners corporation has only 2 members.

3.33 Declaration by chairperson of result of voting

1. A declaration by the chairperson of the meeting that a motion has been passed is conclusive evidence of the fact without proof of the number or proportion of votes recorded against or in favour of the motion.
2. Subsection (1) does not apply if— (a) a poll is demanded; or (b) a unanimous resolution is required.

In short, the default is that the chairperson of the general meeting is the chairperson of the executive committee (unless the conditions in (a) or (b) arise).

This is as far as the Unit Titles (Management) Act goes in terms of providing guidance. In addition, there is little by way of case law that would assist.

However, the principles governing meeting practice and notice requirements are well developed and guidance can be found in a number of ‘non-strata’ authorities and in legal textbooks. For example, Nicholas Renton “Guide for Meetings and Organisations” (Law Book Co., 8th ed, 2008) or Joske’s Law and Procedure at Meetings in Australia.

This post appears in Strata News #181.

Read next:

• ACT: Q&A Calling a Special General Meeting – What do I need to do?
• ACT: Q&A Should proxies be used for election of Executive Committee?

Christopher Kerin
Kerin Benson Lawyers
P: 02 8706 7060
E: [email protected]

This article is not intended to be personal advice and you should not rely on it as a substitute for any form of advice.

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