Question: Is it appropriate for the chairperson to use their proxy votes when they are not actively leading the AGM and the strata manager is effectively running it?
Our chairperson says they are chairing the AGM. However, the strata manager is speaking 90% of the agenda. The chair is exercising the chairperson’s proxy votes (general proxy to chair) not named for motions in the agenda. I understand this proxy is used for a quorum, but the chairperson uses it for voting rights when they are not technically chairing the meeting.
Answer: While this practice may not be ideal, it appears legally permissible unless a specific by-law or regulation prohibits it.
If an owner puts their name forward to chair the AGM and a majority of owners resolve to appoint them as the chairperson, then they are officially the chairperson of the meeting. While the strata manager may assist by reading out the agenda and providing guidance on procedural matters, this does not change the fact that the appointed chairperson holds the official role.
Regarding proxy voting:
- If a general proxy is given to the chairperson (without restrictions), they typically have the right to exercise those votes unless otherwise stated in the proxy form or legislation.
- The concern arises when the chairperson is not actively chairing the meeting (i.e., they delegate most responsibilities to the strata manager) but still exercises proxy votes. While this may not align with the spirit of the law, to the best of our knowledge, there is no clear rule preventing it, meaning they could likely get away with it.
- The use of proxies should always be transparent and in line with strata regulations, and if there are concerns about how they are being exercised, owners may raise this during the meeting or through formal dispute resolution processes.
Ultimately, while this practice may not be ideal, it appears to be legally permissible unless there is a specific by-law or regulation prohibiting it. If necessary, seeking clarification from the relevant strata authority or legal advice may help address any ambiguities.
This post appears in Strata News #736.
SVN | Strata SVN Perth E: info@svnperth.com.au P: 08 9427 7955