Calling a general meeting: who, how, when?
Category Newsletter: Did you know?
In Sectional Title Schemes, there are 2 different types of general meetings, the Annual General meeting that must be held within 4 months of the financial year end, and Special General meetings for all other business, including ordinary, special and unanimous resolutions, or simply consideration or discussion items. The Trustees, by majority Trustee Resolution, call and convene these general meetings, either in their discretion, or when requested by the members of the Body Corporate to do so.
If the latter is relevant, it is important to note that there are a few formalities that must be complied with before a general meeting can be validly called and convened, and if these steps are not followed correctly, any attempt at calling and convening a general meeting will be invalid and any resolution taken thereat will be unenforceable.
Firstly, there must be a lawful reason for the calling of a general meeting, such as the Trustees have failed to call the Annual General meeting in time, or some of the members believe that the Trustees should be removed for non-performance in terms of their statutory duties.
Next, a group of registered owners or legally appointed representatives (such as a person holding a power of attorney or a person representing an owner that is a juristic entity) must, in writing, request that a general meeting be called by the Trustees. The request must be made by no less than 25% of the total participation quota of the Body Corporate, and the request must be accompanied by a notice setting out the business of the general meeting, which is in line with the Sectional Titles Schemes Management Act.
When the Trustees receive a proper request, they are afforded 14 days to review and verify the request and must call the general meeting within the above period, noting that the notice period may be 7 days on urgency, in the trustees' discretion, or 14 days for ordinary resolutions or consideration items, and 30 days for special or unanimous resolutions, or 60 days for the installation of prep-paid meters.
If the Trustees fail to call the general meeting as above, the group of requesting owners may do so, noting that they will need to ensure that the notice and supporting documents as required is properly sent to all parties, and if they are not able to, or fail to, do so, their attempt will be with no force and effect.
At the general meeting, if validly called and convened by either the trustees or the requisioning members, the provisions relating to quorum, adjournment and chairing apply, and every step of the running of the meeting must be compliant with the Act.
In our experience, it is not often that Trustees do not call a general meeting when so requested, but they do need to verify that the request is valid. It is further not often that the request or the members' attempt at calling and convening the general meeting is done properly. As such, it is vital that proper advice be sought when trustees or members find themselves in this situation.
About the Author
Please click on the following link to learn more about the Author and her company, TVDM Consultants - https://www.tvdmconsultants.com/zerlinda-van-der-merwe
Author: Zerlinda van der Merwe, TVDM Consultants
