QLD body corporate committee meetings: notice, quorum, voting, and minutes

Most of a Queensland scheme's decisions are made by the committee, not at general meetings, so the way committee meetings are run is where most governance mistakes happen. The Body Corporate and Community Management Act 1997 (BCCM Act) s 101 leaves committee procedure to the regulation module, and the Standard Module (the BCCM (Standard Module) Regulation 2020) sets it out in chapter 2, part 4 (ss 54 to 71), with committee proxies in chapter 3, part 2 (ss 120 to 126). The Accommodation Module has equivalent rules with different numbering.

This guide covers how meetings are run. Who sits on the committee, what each office bearer does, and what the committee may decide are covered in the committee roles guide.

Who can call a committee meeting

Under s 54 the secretary calls committee meetings, or the chairperson if the secretary is absent. If both are absent, another committee member can call one with the agreement of enough members to form a quorum.

Members can also force a meeting. If enough members to form a quorum ask the secretary (or chairperson) in writing, the meeting must be held within 21 days. If it isn't, any member acting with the agreement of a quorum's worth of members can call it. The secretary and chairperson are presumed absent if a request sent to the body corporate's address for service gets no reply within 7 days.

Notice and agenda

A committee meeting is called by written notice to every other committee member stating when and where it will be held (s 55). The notice must be given:

• at least 7 days before the meeting, or
• at least 2 days before, but only if every voting member agreed to the shorter period, either by voting for it at the previous committee meeting or in writing.

Owners must be told too. At the same time as members get notice, the secretary must:

• put advice of the meeting on the noticeboard, if the scheme has one, and
• give advice to each owner individually, unless the owner has told the secretary they don't want it.

That advice states when and where the meeting is and comes with the agenda.

The agenda must state the substance of each issue to be considered (s 57). It must include a motion to confirm the minutes of the previous meeting, and a motion to confirm any decisions made outside a meeting since then. The committee can still consider other issues raised on the day.

Where meetings are held

The person calling the first meeting after the committee is formed picks its place. After that, the committee decides (s 56). One limit protects owners from meetings held out of reach: if members making up at least half of a quorum ask in writing, meetings must be held within 15 km (in a straight line) of the scheme land.

Quorum

A quorum is at least half the voting members of the committee (s 60). With 6 voting members that's 3; with 7 it's 4.

• A voting member who is present counts as 1, or as 2 if they also hold another member's proxy.
• Present includes attending by an electronic means the committee has authorised.
• Non-voting members (such as a body corporate manager) are not counted.
• A member who owes the body corporate money still counts towards the quorum, even though they can't vote (see below).

The meeting is chaired by the chairperson, or by a voting member the others choose if the chairperson is absent (s 59).

Who can attend

Voting members may attend and vote in person, by proxy, or by any electronic means the committee has authorised by resolution: phone, video, even email (s 61). Non-voting members may attend in person or electronically (s 62). They can be asked to step out for items about a dispute involving them or their own engagement, such as a body corporate manager's contract.

Owners (and an owner's representative) can attend committee meetings as observers if they give the secretary written notice at least 24 hours before the meeting (s 63). Anyone else needs an invitation from a majority of the voting members present. Observers:

• may watch, but may speak only if invited by the committee, and that invitation can be withdrawn,
• can be directed to leave if they speak uninvited, and
• can be excluded from items about a by-law breach, a proceeding by or against the body corporate, or a dispute with an owner, occupier, body corporate manager or caretaker. They also can't be present while the committee discusses or votes on excluding them.

Proxies

A voting member who can't attend may appoint a proxy (ss 121 to 125), but the rules are tight:

• The proxy must be another voting member of the committee, and one member can hold only one proxy per meeting.
• The secretary and treasurer may appoint a proxy only with the committee's approval.
• A proxy lasts for one meeting only, and a member can be represented by proxy at no more than 2 meetings in the committee's year.
• The proxy form must reach the secretary before the meeting starts (or by an earlier deadline set by the body corporate or committee, but never more than 24 hours before).
• A proxy can't be used if the member turns up in person or electronically.
• Owners can ban committee proxies altogether, or for particular matters, by special resolution.

Voting and conflicts of interest

A motion is decided by a majority of the votes cast by voting members present and entitled to vote (s 65). Each voting member has one vote, even someone who holds two executive positions. There is no casting vote, so a tied motion is not carried.

Two groups of members lose their vote on some or all motions:

• Members in debt. A voting member who owes a body corporate debt (or whose nominating company does) can't vote, either in their own right or as a proxy. A proxy holder can't vote for them either (s 64).
• Conflicted members. A member with a direct or indirect interest in an issue that could conflict with their duties must disclose it to the meeting and can't vote on it (s 66). A proxy holder must disclose both their own conflicts and conflicts they know the absent member would have had. A committee member quoting their own business for scheme work is the classic case.

Decisions outside meetings (flying minutes)

The committee doesn't have to meet to decide something. Under ss 68 and 69 it can vote on a motion outside a meeting, often called a flying minute:

• Notice of the motion goes to all committee members in writing, or in an emergency, orally to as many as can be reached.
• Owners are advised of the motion at the same time, unless they've opted out.
• Members vote in writing within 21 days of the notice.
• The motion passes once a majority of all members entitled to vote agree. It fails once half or more of them do not agree. Unlike a meeting vote, this counts against the whole committee, not just the members who respond.
• The decision must be confirmed at the next committee meeting, and conflict-of-interest rules apply just as they would at a meeting.

Members in debt can't vote on these motions either (s 67).

Motions owners submit to the committee

Any member of the body corporate can put a motion to the committee by giving it to the secretary (s 58). The committee must then either:

• decide it within 6 weeks, or
• within those 6 weeks, give the owner written notice that it needs more time, why, and a new deadline no more than 6 weeks later.

If the committee misses its deadline, the motion is taken to be not agreed to, so the owner isn't left waiting forever. The committee doesn't have to decide a motion if, in the previous 12 months, the same owner submitted a motion on the same issue or 6 or more motions, but it must tell the owner why. It must not decide a motion that would be a restricted issue (those go to a general meeting) or that would be unlawful or conflict with the Act or by-laws.

Requests to keep a pet follow their own timetable; see the pet approvals guide.

Minutes and the record of motions

The committee must keep full and accurate minutes of its meetings and a record of motions decided outside meetings (s 71). Minutes must include:

• the date, time and place, and who attended and in what capacity,
• the proxies tabled,
• the exact words of each motion and the votes for and against,
• documents tabled, and the time the meeting closed, and
• for motions submitted by an owner: when they were submitted, by whom, and why any were not decided.

The secretary must send a copy of the minutes, and of the record of motions, to every committee member and every owner (except owners who have opted out in writing) within 21 days of the meeting or the decision. Minutes become part of the body corporate's records that owners can inspect; see the records and documents guide.

Common mistakes

1. Two days' notice without unanimous agreement. The short notice period needs every voting member's agreement. One absent member's silence isn't enough.
2. Forgetting the owners. Committee members got notice, but owners never received the advice and agenda, or the noticeboard was skipped.
3. Counting the manager towards quorum. Non-voting members don't count.
4. Letting a member in arrears vote, or letting someone vote for them by proxy.
5. Voting through a conflict, or a proxy holder not disclosing the absent member's interest.
6. Treating a flying minute as passed by "most replies". It needs a majority of all members entitled to vote, and it must be confirmed at the next meeting.
7. Sitting on an owner's motion. After 6 weeks with no extension notice it is taken to be not agreed to, and the owner can take that refusal further.
8. Thin minutes. Recording "motion carried" without the motion's wording and the vote count doesn't meet s 71.

How StrataPilot handles this

StrataPilot runs committee meetings as meetings with an agenda, attendance and apologies, a quorum check before the meeting opens, and each motion recorded with its exact wording and the votes for and against. Minutes are generated from what was recorded in the meeting, published to the scheme, and kept in the document library. Decisions between meetings run as committee polls that only committee members can vote on, with each member's vote recorded and a result document produced when the poll closes, ready to confirm at the next meeting. Action items from either land in task tracking with an assignee and a due date.

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This guide is general information about Queensland legislation, current as at the "last updated" date above. It is not legal advice. For decisions that matter, check the current BCCM Act and your scheme's regulation module, or ask the Office of the Commissioner for Body Corporate and Community Management.