QLD: Conduct of general meetings in Queensland – dealing with business outside of the meeting agenda

This article is about how Queensland body corporate general meetings should be run, including the handling of general business, out-of-order motions, procedural issues, questions from the floor, and the roles of the chairperson and strata manager.

General meetings are the primary forum in which decisions of a body corporate are made in community titles schemes. The Body Corporate and Community Management Act 1997 (BCCM Act) and regulation modules are prescriptive in terms of what must take place before a meeting is convened, but the legislation is relatively vague on the more practical aspects of dealing with the business of the meeting on the day.

It is not uncommon for committees to have questions about how to control a general meeting, particularly in circumstances where contentious issues are being decided that could lead to unruly or disruptive behaviour from members.

In this context, we explore the legal position with respect to:

• allowing general business;
• ruling motions out of order;
• introducing points of order;
• a strata manager’s role the meeting; and
• asking questions from the floor of the meeting.

General business

It is a commonly accepted practice for bodies corporate to allow discussion in relation to “general business” at a general meeting. This often listed as a separate agenda item.

There is nothing in the legislation that prevents “general business” discussion at a general meeting to the extent that it relates to providing information or discussing matters affecting the scheme generally but without making any formal decisions. Adjudicators have accepted that bodies corporate can do so.¹

Importantly, such discussions can not result in a decision that purports to bind the body corporate.

Ruling motions out of order

Section 88 of the Body Corporate and Community Management (Accommodation Module) Regulation 2020 (Accommodation Module)² sets out the matters for which a person chairing a general meeting must rule a motion out of order. A motion must be ruled out of order if:

1. it conflicts with the BCCM Act, the regulation module, the by-laws, or a motion already voted on at the meeting; or
2. it would be unlawful or unenforceable for another reason; or
3. the substance of the motion was not included in the agenda for the meeting (with the exception of procedural motions or a motion to correct minutes).

Importantly, the person chairing the meeting has an obligation to rule motions out of order where they consider the above circumstances apply. Ultimately it is up to the person chairing the meeting to decide whether the above circumstances apply, but once so satisfied, there is no discretion as to whether the motion ought to be ruled out of order.

When ruling a motion out of order, the person chairing the meeting must give reasons for the ruling and state that the ruling may be reversed by the persons present and entitled to vote by passing an ordinary resolution disagreeing with the ruling.

Introducing points of order

The agenda for a general meeting sets out the business to be conducted at the meeting. The main purposes of distributing an agenda prior to a general meeting are to provide members with adequate notice of the business to be transacted at the meeting and to ensure that members have an opportunity to properly participate in the body corporate’s decision-making process.

Owners are not required to attend general meetings personally to participate in body corporate decision-making. They are entitled to vote by voting paper or proxy. It is for that reason that a general meeting can only pass a resolution (other than a procedural motion for the conduct of the meeting, or a motion to amend a motion or to correct the minutes), if the motion was included on the agenda and stated on the voting paper.³

A motion to correct the minutes is easy to identify, but a procedural motion about the conduct of the meeting, can have a wider ambit. For example, a meeting which is ‘running long’ may lead to a procedural motion being moved that the chairperson limit speakers for and against a motion to two each, or that each speaker has only 2 minutes to make their points.

From a practical standpoint, it is logical to limit discussion on topics when that is required to ensure that the meeting is productive and conducted in an orderly way. Efficient conduct of the meeting would be particularly important in the context of an annual general meeting, where there are numerous items of business and statutory motions that must be dealt with.

Procedural motions can be moved at any time, and when moved, take precedence over the business then being conducted. While not specified in the legislation, from a practical perspective, only those persons present and entitled to vote, can vote on procedural motions.

Asking questions from the floor

There is no legislative direction as to how a chairperson may conduct a general meeting and no statutory obligation to allow debate on motions. That said, it is generally accepted that it is appropriate for participants in a meeting to discuss and debate the matters set out on the agenda for the meeting, including allowing reasonable opportunity for questions from the floor of the meeting.⁴

The person chairing the meeting is responsible for the conduct and progress of the meeting. Accordingly, the duration and any period of time allowed for questions should be controlled by the person chairing the meeting. Of course, the person chairing the meeting must act reasonably in doing so.

In our view, any questions entertained should be limited to debate on the matters set out in the agenda for the meeting to ensure the meeting is conducted in a productive manner and so that the business of the meeting may be properly addressed.

Questions should be directed through the person chairing the meeting and not directly to other participants in the meeting (including committee members). The person chairing the meeting may then invite the relevant person to respond (noting they have no obligation to do so).

The strata manager’s role

The BCCM Act and its regulation modules are lengthy, technical and complex instruments. In this regard, strata managers as skilled professionals play a pivotal role in assisting the person chairing the meeting to conduct a general meeting in compliance with the legislation.

The strata manager’s role is therefore to provide guidance to the chairperson but ultimately, decisions on the conduct of the general meeting are the responsibility of the person chairing the meeting.

If you have any other questions about the conduct of general meetings, Bugden Allen is well placed to assist you.

¹See for example, Odyssey Villas [2023] QBCCMCmr 265.
²Section 98 is the equivalent in the Body Corporate and Community Management (Standard Module) Regulation 2020 (Standard Module).
³See s 97(6) of the Accommodation Module; and s107(6) of the Standard Module.
⁴See for example, South Pacific Plaza [2005] QBCCMCmr 25.

Written by:

Anna Park
Bugden Allen
E: Anna@bagl.com.au
P: 07 3905 9260

Reviewed by:

Michael Kleinschmidt
Bugden Allen
E: michael.kleinschmidt@bagl.com.au
P: 07 5406 1280

This post appears in Strata News #779.

Have a question or something to add to the article? Leave a comment below.

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This article has been republished with permission from the author and first appeared on the Bugden Allen website.

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