Question: Is the election of a new chairperson at a strata committee meeting valid without a general meeting mandate?
A strata committee meeting of the outgoing chairperson and secretary of a 6 unit building – the treasurer being on holidays and unaware of the meeting – elected a new chairperson to the body corporate. The committee had not been given instructions or a mandate by a general or AGM meeting to conduct such an election.
Seeking confirmation that the election of the new chairperson is invalid.
Answer: No general meeting mandate is needed — but the committee meeting process must be valid
This is a useful question as it highlights a distinction that is often misunderstood in NSW strata schemes: the difference between electing the strata committee and appointing the office bearers.
Under the Strata Schemes Management Act 2015 (NSW), the owners corporation elects the strata committee at each AGM, or at another general meeting called for that purpose. However, once the strata committee is in place, the committee itself appoints the office bearers, being the chairperson, secretary and treasurer.
The relevant provision is section 41 of the Strata Schemes Management Act 2015 (NSW), which provides that the chairperson, secretary and treasurer of the owners corporation are to be appointed by the strata committee.
Therefore, the appointment of a new chairperson is not automatically invalid simply because the committee did not have a separate instruction or mandate from a general meeting or AGM. A general meeting mandate is not required for the committee to appoint or replace the chairperson.
However, that does not mean the decision is automatically valid either.
The real question is whether the strata committee meeting was properly called and conducted. In a 6-lot scheme, the usual strata committee meeting rules under Schedule 2 of the Strata Schemes Management Act 2015 (NSW) are important. Those rules deal with matters such as notice of the meeting, the agenda, quorum and voting procedure.
In practical terms, the key questions are:
- Was proper notice of the strata committee meeting given to all committee members?
- Did the meeting notice include a clear agenda item about appointing or changing the chairperson?
- Was there a quorum?
- Were the people voting entitled to vote?
- Was the decision recorded properly in the minutes?
The fact that the treasurer was on holiday does not, by itself, make the decision invalid. Committee members can be absent from meetings. The more important issue is whether the treasurer was given proper notice and a fair opportunity to participate. If the treasurer was simply unaware because no proper notice was given, that may create a real issue with the validity of the meeting and the decision.
From a practical governance perspective, in a small 6-lot scheme it would usually be preferable, where there is no urgency, to wait until all committee members are available or at least ensure every committee member has had a fair opportunity to participate. Good communication is particularly important in small schemes, where decisions can quickly become personal or disputed.
That does not mean the committee was legally required to postpone the meeting simply because the treasurer was on holiday. If proper notice was given, the agenda was clear, and a quorum was present, the meeting may still be valid. However, if the matter was not urgent, waiting for the treasurer’s return may have avoided the perception that the decision was rushed or made without proper transparency.
The cleanest solution is usually not to escalate the matter immediately, but to regularise the position. The strata committee can call a properly notified strata committee meeting, include a clear agenda motion to appoint the chairperson, secretary and treasurer, and resolve the matter transparently. That avoids uncertainty and protects the owners corporation from unnecessary dispute.
If the dispute cannot be resolved internally, the affected owner or committee member may need to seek mediation through NSW Fair Trading and, if necessary, consider NCAT orders. However, in many small schemes, the better first step is simply to correct the process and make the appointment properly.
In summary, the appointment is not invalid merely because there was no general meeting mandate. The committee has the power to appoint the chairperson. The possible problem is not the absence of a general meeting mandate, but whether the strata committee meeting complied with the Act’s notice, agenda, quorum and voting requirements.
This post appears in Strata News #795.
Abe Ayoubi W: Senior Strata Manager (NSW) E: abe.strata@gmail.com
