VIC: The AGM Agenda, Committee Meetings and Minutes

No, to achieve a quorum at an AGM, Section 77 of the Owners Corporations Act 2006 states that at least 50% of the total number of lots or 50% of the total lot entitlement must be present in person or by proxy. You have stated that 50% of owners voted for the increase, so I will assume that a quorum was present at the AGM.

As the setting of annual fees is done at the AGM, the decision to increase the yearly fees from $2,000 per annum to $3,000 per annum could unlikely be challenged if a quorum has been achieved with at least half of the owners based on lot entitlements present at the meeting. In addition, if a majority of those present at the meeting voted in favour of the increase, in my view, the owners corporation has approved the fee increase.

Matthew Bourke MBCM Strata Specialists E: matthew@mbcmdoncaster.com.au P: 03 9873 7366

This post appears in Strata News #674.

Question: Our AGM is due very soon. We have not been notified of a date. We have received notification that we must submit committee nominations within two weeks. I thought nominations could be received up to the AGM.

Answer: No section of the OC Act 2006 precludes an owner from nominating for the committee at the Annual General meeting from the floor.

Section 71(2) of the Owners Corporation Act 2006 lists the matters that must be dealt with at the Annual General Meeting, including the election of a committee if the owners corporation is to have a committee.

Section 100 of the OC Act 2006 states that an owners corporation affecting ten or more lots MUST elect a committee at each annual general meeting. An owners corporation affection less than ten lots MAY elect a committee at an annual general meeting.

Standard and best practice policy is for the OC Manager to issue the Notice of AGM, including the agenda, at least 21 days before the meeting. Section 72(1) of the OC Act 2006 states that notice in writing of the meeting must be sent at least 14 days before the meeting. This notice should include a committee nomination form.

No part of the OC Act 2006 precludes issuing the committee nomination form earlier than the 14 or 21 day period to give owners more time to consider their nomination and reasons for nominating for the committee. Similarly, no section of the OC Act 2006 precludes an owner from nominating for the committee at the Annual General meeting from the floor.

Ben Quirk OccamStrata E: ben.quirk@OccamStrata.com P: 03 7045 3371

This post appears in the October 2023 edition of The VIC Strata Magazine.

Question: What are the consequences if AGM minutes are falsified?

Answer: If a falsification is identified and members resolve that it be corrected, it must be actioned and noted in the Minutes.

At each AGM, owners have the opportunity to object to wording of the previous AGM’s Minutes.

If a falsification is identified and members resolve that it be corrected, it must be actioned and noted in the Minutes. Failure to do so (presumably by the Manager) would likely be a breach of their duties however the actual consequence for this is unclear. A monetary penalty is unlikely unless it can be proven the Manager made a financial gain due to the falsification.

If a falsification is tabled but the majority of members agree to dismiss it, it would be very difficult to overturn it a higher level (such as VCAT) without firm proof (such as a recording of the meeting). If that proof was available and credible, the Owners Corporation itself may be in breach of its duties but, again, the consequences are not clear and unlikely to be significant unless there was some sort of malice involved.

It is therefore good practice to record meetings where possible to eliminate the potential for disputes regarding the accuracy of meeting minutes.

Callum Wilson Bright & Duggan E: callum.wilson@bright-duggan.com.au P: 0427 339 980

This post appears in the November 2022 edition of The VIC Strata Magazine.

Question: Should the minutes of the AGM include the Manager’s Report and the Committee Report?

Should the minutes of the AGM include the Manager’s Report and the Committee Report even if they have been recently circulated to all owners? It’s not clear from my reading of the Act, but I think it may be important to have these included.

Answer: The AGM minutes should consist of the decisions made by the OC.

The AGM minutes should consist of the decisions made by the OC. That is the minimum legal requirement.

The OC could decided at the AGM to require that the chairperson and committee reports (Reports) are attached to the minutes. From our understanding, most owners corporations’ practice is to attach the Reports to the AGM notice which gives notice and information to the owners corporation members prior to attending the AGM.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #562.

Question: Is there a time frame for the minutes of a meeting to be signed by the Chair?

Is there a time frame after an AGM or Special Meeting for the minutes of the meeting to be signed by the Chairperson or should the minutes be signed at the next meeting after the resolution ‘To Accept the Minutes’ (with any amendments to the minutes) has been passed at the next meeting?

Answer: There is no requirement for the Chair’s signature.

The Owners Corporations Act 2006 is silent on whether minutes should be signed by a Chairperson. Therefore, there is no requirement for the Chair’s signature because the contents of the minutes will be reviewed and confirmed by the members at the next annual or special general meeting. Any amendments to the minutes would also be decided at the next general meeting.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #552.

Question: Our small self managed strata scheme has not had an AGM for the past two years. What are the consequences of not having annual AGMs?

We bought a villa unit about 4 years ago, the complex consists of 6 units. We don’t have a professional Owners Corporation Manager and haven’t had an annual general meeting for the past two years.

What are the consequences of not having annual AGMs?

Answer: If your OC requires funds to be collected or to make decisions that impact the use of the common property, we recommend that you hold annual general meetings to pass resolutions in this regard.

An Owners Corporation (OC) is capable of making legal decisions by passing resolutions. Resolutions are passed at OC meetings. To raise funds, the OC must pass resolutions giving it a legal right to pass a budget and raise the funds for the budget by collecting owner contributions.

If your OC requires funds to be collected or to make decisions that impact the use of the common property, we recommend that you hold annual general meetings to pass resolutions in this regard.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #538.

Question: Can the Owners Corporation’s quarterly meeting minutes be sent to owners via email, as opposed to having to look them up via an app?

Answer: This decision is up to the committee

This is the determination of their fellow owners, being the committee management. The committee has the power to determine their proceedings. If there’s a quarterly Committee meeting, they may wish to keep those minutes to themselves. They do form a record of the Owners Corporation, so there could be inspected at the office of the manager or if there’s no manager, then the secretary of the Owners Corporation.

At times, some committees do actually circulate minutes to all owners for full transparency. However, some committees take the view that when discussing committee business, you need to really understand all the intricacies of the issues at hand, and therefore, by circulating the minutes to the greater membership, that provides the owners to ask a lot of queries which is not a bad thing, but at times there’s a lot of questions being asked and it can take away the focus of the committee dealing with the Owners Corporation matters at hand.

Again, not the managers decision but very much the decision of the committee regarding how they wish to deal with that.

Gregor Evans The Knight Email P: 03 9509 3144

This post appears in Strata News #488.

Question: I would like to know if it is legal in Victoria for our strata committee to conduct our annual general meeting via zoom? I believe this is not permitted.

Answer: The Act allows a person, who participates in a meeting, to attend by teleconferencing or another prescribed manner

Section 92(6) of the Owners Corporations Act allows a person, who participates in a meeting, to attend by teleconferencing or another prescribed manner, and is taken for the person to be present at a meeting. In that regard, general meetings held by zoom or any other method of video conference is permitted by this provision.

That said, it is prudent that if an owners corporation decides to hold meetings by video conference, they should provide clear and reasonable guidelines in respect of attendance registration and method of counting votes so that there is no vagueness in the resolutions passed at that meeting.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #488.

Question: When the minutes for our AGM were recently sent out, a number of items were minuted incorrectly. How do we correct the errors? Do we have to wait until next year’s AGM?

Answer: Sometimes, the minutes may not get everything right in terms of what was discussed and agreed.

At times the minutes are written by a chairperson or a delegate of the Owners Corporation and at times the Owners Corporation Manager will write the minutes. Sometimes, the minutes may not get everything right in terms of what was discussed and agreed.

If it’s immaterial to the operation of the Owners Corporation, my suggestion would be to wait until the next AGM to raise the issue and ask that the minutes are rectified.

If a person believes that what has been written or recorded in the minutes may have a material impact on the operation of the Owners Corporation, my suggestion would be that they inform the secretary of the Owners Corporation and that may be the manager in regards to what they believe is incorrect, and ask the manager to consider. It may be that the manager or committee member are unsure as to what was actually agreed and therefore they may defer back to the owners representatives who were in attendance at the general meeting. Then they also go back to the committee and get some feedback from them as to whether they believe what is been contested is accurate or not.

Gregor Evans The Knight Email P: 03 9509 3144

This post appears in Strata News #481.

ARTICLE: Annual General Meetings and the Victorian Strata Legislation

Owners Corporation Act 2006 – Sect 69

An owners corporation must have an annual general meeting if it receives or pays out money in any financial year.

The time between the annual general meetings must not exceed 15 months.

That means that an owners corporation, where it receives and / or spends money, must make decisions by holding annual general meetings.

The Agenda for the Annual General Meeting

Owners Corporation Act 2006 – Sect 71

The person convening an annual general meeting must prepare an Agenda setting out the matters to be dealt with at the annual general meeting.

The matters to be dealt with at the annual general meeting must include:
1. the election of a committee, if the owners corporation is to have a committee;
2. the appointment of a manager, if applicable;
3. the provision of details of the insurance held by the owners corporation;
4. the provision of details of fees fixed by the owners corporation during the year;
5. the consideration of the financial statements of the owners corporation;
6. the consideration of the proposed annual budget of the owners corporation;
7. the making of any delegations;
8. the consideration of any report under various section that is listed in Section 71 of the owners corporations act;
9. the tabling and consideration of the minutes of the previous annual general meeting.

In other words, the annual general meeting is quite prescribed and it’s important for all stakeholders to make sure that attendance is made by those who can vote at an annual general meeting. Otherwise, there will be difficulty in operating for the upcoming or the next financial year.

If you would like to discuss more matters relating to strata law, please do not hesitate to contact us.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #433.

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