This article is about the need for precision, especially when it comes to resolution types, when drafting motions for a body corporate meeting.
When drafting motions for a body corporate meeting, precision matters — especially when it comes to resolution types. A recent Supreme Court case in QLD has highlighted the consequences of a seemingly minor misstep in resolution wording. What happens when a motion receives the required votes for a special resolution but is described differently in official documents? This case explores the fine line between procedural irregularities and legal validity, offering a lesson in why attention to detail is more than just a formality.
In Body Corporate for Oceana on Broadbeach CTS 24163 v 21 Broadbeach Blvd Pty Ltd, the Supreme Court was asked whether a motion at a body corporate general meeting that was described in the meeting notice and minutes as an ordinary resolution but passed with sufficient votes for a special resolution, could be considered as being passed by special resolution.
Background
The community titles scheme comprised 98 lots in a unit complex in Broadbeach.
The body corporate commenced urgent Supreme Court proceedings against the defendants in September 2024 for trespass and nuisance. The defendants were the adjoining land owners and builder of a 20 storey unit complex on that adjoining land. The primary allegations were that the defendants had removed a boundary fence, removed vegetation, excavated and removed soil, and damaged utilities on the body corporate’s land.
A licence agreement resolved that earlier dispute, but new proceedings were filed in March 2025, alleging breach of that agreement and continuing trespass.
The defendants argued that the new proceedings were invalid because they were not properly authorised by a special resolution, as required by s 312(1)(b) BCCM Act.
The body corporate relied on a resolution to Motion 9 passed at its AGM on 27 November 2024, which received the requisite votes for a special resolution but was described as an “ordinary resolution”.
The body corporate applied to the Commissioner’s Office for a declaration that the resolution to Motion 9 is to take effect as being passed by special resolution notwithstanding the description as ordinary resolution. On 28 March 2025, an adjudicator made that declaration. Inherent in the adjudicator’s earlier decision was acknowledgment that the very detailed provisions of the regulation module make it inevitable that from time to time there will be non-compliance, and that non-compliance of an insubstantial nature will not be allowed to imperil the actions of a body corporate.
The Critical Role of Resolution Classification in Body Corporate Governance
The requirements for what constitutes a special resolution in the regulation module concern the number of votes cast in favour and against the motion. It is not mandatory that a motion be described as needing a special resolution for that motion to be passed by special resolution.
But, it is a mandatory requirement under the regulation module that the voting paper for the motions decided at a general meeting state the type of resolution required for each motion.
An earlier decision of the Queensland District Court decided that a motion described as requiring an ordinary resolution cannot be passed by special resolution even though the count of votes was sufficient to meet the threshold of a special resolution. In making that decision, the Court stated:
“The apparent purpose of the regulations is so that owners may know prior to a motion coming before the meeting the voting required for the motion to pass or fail. That knowledge may have a bearing on what they may do, for instance, lobbying other owners, voting at the meeting.”
Earlier decisions on similar issues were considered in New South Wales and Victoria, both reaching similar conclusions.
Ultimately however, the Supreme Court found in this case that Motion 9 did not pass by special resolution even though the votes counted met the threshold of a special resolution. The Court stated:
“In the circumstances, although there is a practical attraction to the argument that, if the resolution in fact is passed with voting numbers which meet the statutory description of a “special resolution”, given the mandatory terms of s 78 of the Regulation, and the fact that it was not complied with, I find that resolution 9 was not passed by special resolution. For completeness, I note that if s 78 had been complied with, I would have found that the description in the minutes of the resolution as an “ordinary” resolution is a mere irregularity in the minutes, not affecting the substance of the resolution as passed.”
The Impact of Resolution Misdescription on Body Corporate Decision-Making
It is not uncommon for adjudicators to order that a motion passed at a general meeting is to take effect as a particular resolution type notwithstanding the description of that motion on the voting paper.
There is an argument however that this is outside the powers of an adjudicator. The type of orders that can be made by an adjudicator contemplate a declaration about a resolution passed at a general meeting being a valid resolution. This is different to a declaration that a valid resolution is to take effect as a different resolution type to that described on the voting paper.
The decision reinforces that compliance with mandatory statutory requirements is not a box-ticking exercise. A misdescription of the resolution type, even if sufficient votes are ultimately cast, can render the motion useless for the purpose that the motion was intended. The Court emphasised that the requirement to specify the resolution type is not trivial: it informs owners of the voting threshold needed, which may affect how they vote or campaign. Without this transparency, the integrity of the body corporate decision-making process is undermined.
It is important to understand that it is the misdescription of the resolution type in the meeting notice/voting paper that is crucial, and not a misdescription of the resolution type in the meeting minutes. That is because the former is what informs the voter on the importance of the motion and may impact what the voter does.
Practical Lessons
- Accuracy is critical: When a motion requires a special resolution (e.g., to commence litigation), it must be accurately described as such on the voting paper.
- Consequences of non-compliance: Misdescribing can invalidate otherwise correctly voted resolutions, exposing the body corporate to delays, additional costs, or dismissal/stay of legal proceedings.
- Not curable by inference: A court will not infer that a special resolution was passed just because the voting numbers align with statutory thresholds.
Summary
This Supreme Court decision underscores the importance of precise compliance with statutory requirements in body corporate governance. A resolution must be correctly described on the voting paper to ensure transparency and protect owners’ decision-making rights. Even if the voting outcome aligns with special resolution criteria, a misdescription can nullify its intended purpose, leading to costly legal challenges and procedural setbacks. Bodies corporate must exercise diligence when drafting resolutions to avoid unintended consequences. This case serves as a reminder that procedural accuracy is not merely a technicality—it is a fundamental principle of effective decision-making and legal certainty in strata governance.
Brendan Pitman
Grace Lawyers
E: [email protected]
P: 07 5554 8560
This post appears in Strata News #759.
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Read next:
- QLD: Q&A AGMs, Motions in Strata and the Obligation to Act
- QLD: Q&A Body Corporate Voting Rules – What You Can and Can’t Do
- QLD: Q&A Dispute Resolution Proceedings and By-Law Breaches
This article has been republished with permission from the author and first appeared on the Grace Lawyers website.
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Was this dispute heard at the Supreme Court because it is a Stratum/Company Title or is the dispute covered by QCAT? Why did it have to go tot he Supreme Court?