Question: Must motions submitted to an AGM by the committee be first formally approved by the committee?
Answer: There is no way a committee can submit a motion to a general meeting unless the committee has first considered the motion and voted on it.
No provision in Queensland’s strata legislation explicitly says the committee must ‘approve’ their motion. That said, there is no way a committee can submit a motion to a general meeting unless the committee has first considered and voted on it, because that’s what committees do – they make decisions jointly.
To put it another way: if a committee didn’t approve of a motion it submitted to a general meeting, then why is the motion being submitted at all and under whose authority?
Or to look at it yet another way: there’s no provision for an individual committee member (or a strata manager) to submit a motion to a general meeting purportedly ‘on behalf of’ the committee, unless the committee has voted on it in the first place.
Moreover, section 93(1) of the Standard Module (equivalent provisions of other Modules) provides that the committee must prepare an agenda for each general meeting. Again, the word ‘approve’ isn’t used here, although section 93(2) goes on to provide that the agenda must include:
- motions submitted by the committee for consideration at the meeting.
This is general information only and not legal advice.
This post appears in Strata News #761.
Chris Irons
Strata Solve
E: chris@stratasolve.com.au
P: 0419 805 898
Re William Marquand and ‘Bundled Multiple By-Law Changes’.
On a related note, it is common practice for bodies corporate to bundle 3 discrete proposals into each of their AGM Budget Motions for the Admin Fund and Sinking Fund respectively, as follows:
1/ Adopt the budget (which includes fixing sufficient contributions to cover the forecast outgoings etc);
2/ Set the contributions to be collected from each lot for the financial year; and
3/ Adopt interim contributions payable by the owners at the beginning of the next financial year.
This practice was challenged in 2018 albeit unsuccessfully, in Northcliffe [2018] QBCCMCmr 178.
The Adjudicator could see the logic in the proposal that there should be separate motions for each proposal, noting that an owner cannot approve one proposal but reject the other.” but was “…unaware of any provision in either the Act or Accommodation Module which prohibits the combination of the two proposals in the one motion.”
By way of consolation however, it was pointed out that “An owner who disagrees with one of the proposals is entitled to vote against the motion – that is a risk that the body corporate takes in such circumstances.”
Rhetorical Comment: Does this practice mean it may be OK for a body corporate to take all of its proposed ‘ordinary resolutions’ for an AGM and bundle them into one big ‘take it or leave it’ omnibus motion – apart from any same issue motions? Bit of a risk, but has real potential to reduce the BCM’s admin costs and also speed up the actual AGM.
Hi Ross,
It’s interesting to see the comments from the adjudicator. I agree with the sentiment that if you are not happy with something on the agenda, vote no. Even if the motion passes, if people do this in sufficient numbers, most managers will consider providing additional information or changing their approach the next time
I can also imagine that more than a few managers who would be happy with the thought of a one motion AGM but probably better not to give people ideas : )
If an AGM motion proposes both engaging a BCM and approving Their attached service agreement, and Owner1 votes “yes” along with the majority, does this constitute owner1 personal consent to the agreement’s terms and binding to it? Or does individual owner’s vote merely contribute to a collective decision making outcome made by the body corporate as a whole?
Hi Hoffman
Chris Irons, Strata Solve has responded to your question in the above article.
Owners did submit no motions for inclusion on the AGM agenda. The committee submits 2 separated motions related to the engagement of different body corporate managers on the agenda. (no as a group of same issue motions). Voting paper shows these 2 individual motions, however the voting paper states a group of same-issue motions. Each voting paper refers to an explanatory schedule. Further, one of that voting paper of 1 motion includes a number of other motions, to be voted together in one decision with ordinary resolution no proxy., they are not related to engagement of the BC Manager. I suppose that the engagement of different BC manager has to be on the agenda as a group of the same issue and in 1 voting paper as well with 2 options to vote on each of them. I believe, both motions should be ruled out of the order. Am I right? How to deal with a situation like that at the general meeting? Thank you.
We have responded to your comment within this article: QLD: Q&A AGMs, Motions in Strata and the Obligation to Act
What length of time is given for Passed Motion to be carried out out.
There is no specific deadline – but there is an obligation on the committee to carry out an approved motion. What is a reasonable amount of time will differ from motion to motion. If the committee has not taken any steps it may be worthwhile asking them to take certain action by an achievable deadline, and if the deadline is not met, making a conciliation application.
Re #619 and ToddG’s Q&A re the EOFY falling on a Sunday.
Would s.38 (2) of the Acts Interpretation Act 1954 (Qld) mean that the due date for lodgment of documents eg owner motions and cmttee nominations would be extended to the next working day ie the Monday…and not have to be in by CoB on the Friday before?
Hi Ross
Todd Garsden, Mahoneys has responded to your question in the above article.
Re FrankH (Hynes Legal) and caretakers submitting motions via an owner, especially where the Cmttee may be adverse to the motions. ##603
Often the caretaker is also an owner, so submits the motions as owner motions…but has to ensure they are submitted before the EOFY if they are for the AGM. This is why it is useful for the caretaker to be on-side with the Cmttee, who can include any motion any time after the EOFY. There have been many instances where the caretaker did not get the motion in before the EOFY and then the cmttee subsequently said ‘Tuff….try again next general meeting.”
Hi Ross
The following response has been provided by Frank Higginson, Hynes Legal:
Tactics and strategy. There are definitely a bunch of different ways to go about getting what it is you want in strata!!!! What might be legal might not be ‘moral’ but then does the end justify the means? Those are always the questions that only the people involved can answer.
Regarding FrankH’s comment that “And if I was to put my ‘being a difficult lawyer’ hat on, I would say that if the committee was against the motion then it would be far from unheard of for the chairperson to simply ambush them on the day and rule it out of order without telling their proposer…”
I would say that it also not unheard of for a ‘difficult but alert owner’ to ambush the Chairman on the day about an obviously dodgy committee motion based on consistently dodgy advice from their BCM.
I notice that QLD Tribunal Member Rossmann proposes there is a right to speak on motions at AGMs but makes no reference to anything other than “A widely recognised authority on Australian meeting procedures”.
Possibly Horsleys Meeting,
A University standard text on meetings. Quite a good read if i do say so.
But I feel the Member presses a personal view rather than an objective legal analysis of the question.
If the Act is silent then the Member should default to the common law position (in preference to, say some imperfect Corporations law analogy).
At common law there is no requirement to entertain debate.
As much as debate is desirable it is within the ‘power’ of the Chair to have no debate.
In such a case if the voters object then there is a process to replace the Chair at the meeting with one who is more debate oriented.
How would the Member reconcile this alleged right to debate with an AGM voting on paper?
No debate in that case. Just yes or no.
If there is a right to debate then why are there processes that take away that right?
We have received the following question via email:
Regulation 38(1)(a)(i) of the Qld standard module states:
“Committee must appoint new member or call general meeting of body corporate
(1) Within 1 month after the position of the member of the committee becomes vacant, the committee must—
(a) if the number of its members has not fallen below the number required for a quorum—
(i) appoint a person who is eligible to be a member of the committee to fill the vacancy; ”
Does the following resolution satisfy the requirements of the regulation – the operative words being ‘appoint’ in the regulation and ‘approve’ in the resolution – perhaps I am being too pedantic!? To me ‘approve’ suggests a step before ‘appoint’, to the extent that it may be relevant, the person approved was not on the existing Committee. The position became vacant because the Chairman resigned.
“Appointment of Chairperson
RESOLVED THAT the Committee approve Joe Bloggs to fill the vacant position of Chairperson, effective immediately”.
Todd Garsden, Hynes Legal provides this response:
There would be no issue with that motion.