Question: For our complex of 10 units, one of our three council members has resigned. Do we need to replace the member before the next AGM?
For our complex of 10 units, we have a council of owners with three members. I am a lot owner and a council member. One other council member has advised he will no longer serve on the council, effective immediately.
As the two remaining council members form a quorum, can we carry on without filling the vacancy until the next AGM, or must we call an EGM to re-elect a third council member?
Answer: As long as the two remaining council members form a quorum, they can carry a vacancy until the next Annual General Meeting, where a new council will be elected.
The requirements under Standard Governance Bylaws 5 in Schedule 1 set out the provisions of the election of the council at a general meeting.
If, at the general meeting, a resolution was determined that the number of persons the council is to consist of is three, then the quorum of the council to make decisions is two (Governance Bylaw 4 sub-bylaw 11). That means that even if a third member of the council resigns and two remaining council members remain, those two remaining council members still constitute a quorum and may act as the council of the strata company. Governance Bylaw 4 sub-bylaw 12 states that the continuing members of the council may act even if there is a vacancy in the council, but so long as the number of members is reduced below the number fixed by these bylaws as the quorum of the council, the continuing member or member of the council may act for the purpose of increasing the number or member of the council or convening a general meeting of the strata company, but for no other purpose.
So, in short, in our opinion, yes, as long as the two remaining council members form a quorum, they can carry a vacancy until the next Annual General Meeting where then a new council will be elected.
This advice does not constitute legal advice and we recommend that the owner obtains their own legal advice to suit the circumstances.
Marietta Metzger magixstrata E: marietta@magixstrata.com.au P: 08 6559 7498