General Meeting Quorum

One simple question:  “what are the rules relating to a quorum at a general meeting”.  How hard can it be?  The answer is rather more complicated than I thought.   

Section 82 of the Standard Module provides that a quorum for a general meeting is at least 25% of the number of voters for the meeting.  A voter is defined in Section 83 and includes an owner or the representative of an owner.  A voter is taken to be present at a general meeting if the voter is present at the meeting personally, by proxy or by written voting paper.  If the number of voters for the meeting is 3 or more, 2 individuals must be present personally. 

In satisfying the first component, the counting of unfinancial voters and lots without a corporate owner nominee are often raised.  Unfinancial voters that are represented at a general meeting are counted in reaching the 25% of voters as they are fall within the definition of a voter under section 83 of the Standard Module.  Lots without a corporate owner nominee do not have a voter who may cast a vote on behalf of the lot.  Consequently the total number of voters is reduced by the number of lots without a corporate owner nominee prior to calculating the necessary 25%. 

The second component to satisfy is the requirement for 2 voters to be personally present.  The definition of “2 voters” has been subject to interpretation, especially where previous versions of the regulations used the terms “voter”, “person” and “individual” interchangeably.  Further confusion resulted from issue of co-owners owning more than one lot.  Previous adjudicator’s orders have addressed the issue of ownership of more than one lot when determining a quorum for a general meeting and have ruled that an owner of multiple lots is counted as one voter for the purpose of calculating a quorum.  What clearly needs to be understood is that there can be a difference between the number of voters and the number of votes (i.e. one voter can represent more than one lot and have multiple votes). 

Below are some simple principles to apply when calculating a quorum: 

·       An owner that owns more than one lot is counted as one voter:

e.g. 20 lots in the scheme, 5 lots are owners by one individual and the remainder are owned by individual lot owners.  The total number of voters for the scheme is 16 with 25% being 4 voters.  If the owner of the 5 lots was present at the general meeting, they would be counted as one voter and at least one additional voter would need to attend the meeting to form a quorum. 

·       Corporately owned lots without a nominee are subtracted from the number of voters:

e.g. 20 lots in the scheme, 4 lots are owners by companies that have not appointed a nominee and the remainder are owned by individual lot owners.  The total number of voters for the scheme is 16 with 25% being 4 voters; 

·       Unfinancial owners count towards achieving a quorum:

Regardless of an owner’s financial status, they are included in reaching the necessary 25% of voters represented at the meeting and having at least 2 voters personally present. 

If the 2 components for a quorum are satisfied within 30 minutes of the scheduled commencement of the meeting, the meeting can proceed.  The meeting can continue to proceed even if the number of voters represented at the meeting falls below what would be necessary to establish a quorum at the commencement of the meeting. 

If there is not a quorum within 30 minutes of the time scheduled to start the meeting, the meeting must be adjourned to be held at the same place, on the same day and at the same time, in the next week.  If, at the adjourned meeting, a quorum is again not present within 30 minutes of the time scheduled to start the adjourned meeting, the persons present (whether personally or otherwise) form a quorum if the chairperson is present personally, or a body corporate manager, with the delegated powers of the chairperson, is present personally. 

Further Reading 

For further information, please refer to :

http://www.austlii.edu.au/au/cases/qld/QBCCMCmr/2008/418.html

http://www.austlii.edu.au/au/cases/qld/QDC/2003/290.html

 Written by: Duncan Lee