Body Corporate Trustees and Meetings

• Fewer than 4 members who own primary sections: "each member or his or her representative recognised by law is considered to be a trustee without election to office" (MR 5(2)).
• More than 4: the members decide how many trustees to elect (MR 5(3)). The rules do not cover exactly 4; trustees are then elected at each AGM.
• A trustee need not be a member, but a managing agent or employee cannot be a trustee unless they are a member (MR 6).
• Owner-trustees are unpaid unless a special resolution allows pay; reasonable expenses are refunded (MR 8).
• Trustee meetings: 7 days' written notice, quorum 50% of trustees but not less than two, decisions by majority. In a body corporate of only two members the chairperson rules do not apply, and there is no casting vote when there are only two trustees.
• A trustee must not take part in a matter in which they have a personal interest, and must disclose any material interest in a body corporate contract.
• Documents are signed by two trustees, or one trustee and the managing agent, on a trustee resolution; a levy clearance certificate by two trustees or the managing agent.

• AGM within four months of the end of each financial year (MR 17(1)). The financial year runs 1 October to 30 September unless a general meeting decides otherwise.
• No AGM is needed if, before or within a month of the year end, all members waive it in writing and consent in writing to motions covering all its business.
• At least 14 days' written notice, with the agenda, the documents to be voted on and a proxy form (MR 15).
• At least 30 days' written notice of a special or unanimous resolution, by hand or registered post, with email or fax as an extra (STSMA s 6).
• Trustees must call a special general meeting if members holding 25% of the quotas ask in writing.
• Meetings can be held by telephone or another method that all can use and that lets the chair confirm who is present; CSOS says video-conferencing platforms may be used.
• Minutes go to everyone entitled to notice within 7 days.

• Quorum in a scheme with fewer than 4 primary sections or fewer than 4 members: members holding two thirds of the votes in value. Otherwise one third. At least two persons must be present unless one person owns every section (MR 19).
• Without a quorum within 30 minutes, the meeting moves to the same day next week; then those present form the quorum.
• By value, a vote is the total of the member's quotas; by number, each member has one vote.
• Ordinary resolution: a majority of the votes in value of members present and voting (MR 20(1)).
• Special resolution: at least 75% in value and in number of the votes of members represented, or agreed in writing by members holding 75% of all votes in value and number (STSMA s 1).
• Unanimous resolution: at a meeting where at least 80% of all votes in value and number are present or represented, everyone who votes votes in favour; or all members agree in writing.
• No person can be proxy for more than two members, and a managing agent or its staff cannot act as a proxy.
• A member loses the vote on ordinary resolutions only after failing to pay an amount a court or adjudicator ordered (MR 20(2)).
• An owner who cannot get a special or unanimous resolution can apply to the chief ombud for relief, with no fee (STSMA s 6(9)).

The body corporate "may, if trustees so resolve" appoint a managing agent. A management agreement can run for at most three years, and the body corporate can cancel it on two months' notice after a special resolution approves the cancellation, without penalty (MR 28). An executive managing agent, appointed by special resolution, takes over all the trustees' functions. The Property Practitioners Regulations, 2022 include a rule 28 managing agent in their definition of managing agent, and the Property Practitioners Act requires a Fidelity Fund certificate to act as a property practitioner. Whether unpaid owner-trustees fall inside that definition is a legal question we did not resolve.