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VIC: Q&A The AGM Agenda, Committee Meetings and Minutes

The LookUpStrata Team
Annual General Meeting in Victorian Owners Corporation

This article is about the Annual General Meeting in Victorian Owners Corporation.

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Question: Should I go to VCAT to ask the committee to review, amend, and confirm the minutes as true and correct?

As a committee member of our Melbourne owners corporation (OC), how can I address persistent inaccuracies in our meeting minutes? Since late 2023, our strata manager’s minutes contained errors. Despite our repeated attempts to propose amendments during committee meetings, the minutes remain unconfirmed. I propose a process for confirming past draft minutes at our last meeting, but the chair removed it.

I filed a formal complaint. No grievance meeting occurred, and I was told no action would be taken. A month later, my second formal complaint about the breached dispute resolution process and the urgent need to amend the minutes went unanswered.

Should I go to VCAT to ask the committee to review, amend and hopefully confirm the minutes as true and correct? Are other options available?

Answer: When you have not resolved your issue through the complaint process, you will likely need to consider VCAT as the next step.

There are several points to address. The first is the minutes and the meeting. It sounds like the manager is convening the meeting, most likely at the request of the chair. If so, then the chair will generally set the agenda of the meeting and advise the manager to circulate the notice accordingly. You should discuss this with your chair if you believe the item needs to be on the agenda to enable a better managed environment for the minute taking.

Regarding the formal complaint and the dispute resolution process, this has a few more layers to it. Part 10 of the Act covers complaints and the various procedures that follow. In particular, when the OC receives a formal complaint, it has three choices in accordance with Section 153.

  1. To take action under this Part in respect of the alleged breach; or

  2. To apply to VCAT for an order requiring the person to rectify the alleged breach; or

  3. To take no action in respect of the alleged breach.

This decision is generally taken by the committee elected at the time. If you or another person is on the committee and a party to the complaint, I recommend they are omitted from the decision-making process for obvious reasons.

Section 153(3) is an important part of this decision-making process and can be confusing. If the committee consider the complaint and decide to follow through with either a) or b) above, then before doing so, they must first adhere to the following:

  1. The dispute resolution process required by the rules must be followed; and

  2. The OC must satisfy itself that the matter has not been resolve through that process.

Based on your feedback, however, it appears the committee chose option c) and took no action in respect of the alleged breach. Therefore, they are required by the Act to follow Section 154 and advise you of the outcome, including the reason(s) why no further action was taken. This is where the complaint ends.

A grievance meeting is required as part of the standard OC Model Rules Dispute Resolution process. One must be completed if you choose a) or b). However, there is no obligation to hold a grievance meeting if the committee choose option c).

Generally, when you have not resolved your issue through the complaint process, you will likely need to consider VCAT as the next step in order to have your complaint or matter heard by an independent party. The alternative is you could have another minute taker appointed whom parties trust to provide an accurate document for the committee to sign off on.

Joel Chamberlain Horizon Strata Management Group E: joel.chamberlain@horizonstrata.com.au P: 03 9687 7788

This post appears in the April 2025 edition of The QLD Strata Magazine.

Question: When is notice considered served? Is it when the strata manager posts it, or the owner receives it?

I live in a block of eight townhouses in Melbourne. The strata manager announced our AGM via email with only a few days’ warning, which I missed due to prior commitments. I was mailed a paper notice for the rescheduled AGM, though it also arrived too late.

I prefer to receive AGM notices by mail so I can make notes. The manager states he sent both notices on time, fulfilling his obligation. However, I never received the first notice, and the second arrived late. Can I receive both email and paper notices, or can I only elect to receive one or the other?

Answer: If a law requires a document to be sent by mail, service is deemed to have occurred when the document is properly addressed, prepaid, and posted.

Under Section 72 of the Owners Corporations Act 2006 (Vic), notice of an AGM must be given in writing to each lot owner at least 14 days before the meeting. While notice may be provided electronically, it is not mandatory.

The Act does not specify the exact date a notice must be posted or how service by post is affected. However, guidance can be drawn from the Interpretation of Legislation Act 1984 (Vic). Under Section 49 of that Act, if a law requires a document to be sent by mail, service is deemed to have occurred when the document is properly addressed, prepaid, and posted. Furthermore, it is presumed to be delivered within the time it would normally take for mail to arrive unless evidence suggests otherwise.

This interpretation suggests that the manager does not need to keep proof of postage, as service is legally presumed once the notice is posted. However, it is considered good practice for managers to retain records of when notices are sent to avoid disputes.

An owner may challenge the presumption of service by proving, on the balance of probabilities, that the notice was not delivered. This is distinct from merely not receiving the notice, as the determination depends on the specific facts of each case.

According to Australia Post, regular mail delivery can take 3–7 business days. Given this uncertainty, VCAT has previously considered a similar provision and ruled that the key requirement is when the notice is given, not when it is received (Wilbow Corporation PL v Boroondara CC (Red Dot) [2006] VCAT 437). This means that as long as the notice was posted or emailed at least 14 days before the AGM, it is legally considered served, regardless of when you actually received it.

Based on the information provided, it appears that the manager did issue the notice, and the issue is more about when it was received rather than whether it was sent. Unless there is evidence that the manager failed to post or email the notice at least 14 days before the AGM, they are unlikely to be considered at fault. While it is unfortunate that you missed the meeting, the legal requirement focuses on when notice is given rather than when it is received.

If you believe the manager failed to comply with the notice requirements, for example, if the notice was not posted or emailed at least 14 days before the AGM, you may have grounds to challenge the validity of the meeting. Potential actions include:

  1. Ask the manager to confirm when the notice was posted or emailed.

  2. Raise a complaint under Section 152 of the Act with the owners corporation.

  3. If you believe the AGM was not properly convened, you may apply to VCAT for an order addressing the procedural failure.

  4. If you prefer paper notices and find the current process unreliable, you could propose a resolution at a future meeting to require the manager to send notices by registered post, retain proof of postage or for the notices to be sent by mail and email.

Fabienne Loncar Moray & Agnew Lawyers E: floncar@moray.com.au P: 03 8687 7319

This post appears in the April 2025 edition of The QLD Strata Magazine.

Question: Can the owners corporation have AGMs that exclude lot owners from the voting process unless they physically attend?

I’m trying to figure out how the owners corporation keeps getting away with AGMs that effectively exclude lot owners from voting if they cannot physically attend.

I know they can resolve to conduct the AGM by a show of hands, but they don’t make that resolution until the actual meeting.

There is no voting paper or ballot paper in the NOM that gets emailed around.

If a poll is called subject to s89(3), does that written vote have to be conducted outside the meeting and include all lot owners?

Answer: The Act sets out the way a meeting can be conducted, including voting, proxies, and attendance.

The Act sets out the way a meeting can be conducted, including voting, proxies, and attendance.

In short, a meeting can proceed without receiving votes from those who don’t attend. A significant number of meetings held often don’t achieve a quorum for the meeting and proceed by passing interim resolutions of the owners corporation. However, this mechanism does provide a window of opportunity for those who didn’t or couldn’t attend to petition for a Special General Meeting shortly after that to address any concerns or re-consider motions initially passed.

The prescribed proxy form enables a lot owner to nominate a representative to vote on their behalf at a meeting. You might not have a designated representative to attend for you on the day, so some owners will provide their proxy to the manager. This will help with numbers for a quorum or direct the manager to vote on certain matters. The Act also restricts a manager from voting on several matters, so you should check with them as to whether they can assist you with this process.

Some managers may also issue a voting paper for each motion with the proxy form that allows you to not only nominate the manager to vote for you but allows you to also direct them as to how you wish to vote for each motion. However, this additional voting paper is not required to be part of the meeting notice, so is rarely used.

If a poll is called, it is only relevant to that meeting and to those who attend. Polls do not get circulated to all lot owners of the owners corporation after the meeting seeking their input or vote. A poll is simply an alternative method of counting votes, where it switches to a calculation by lot entitlement rather than one vote per lot.

I recommend speaking with your manager about what options are available for members who find it difficult to attend. In recent years, a significant number of meetings have been held virtually, offering attendance to those unable to physically get there or who might live in another state. This could be an option if it has not already been considered.

Joel Chamberlain Horizon Strata Management Group E: joel.chamberlain@horizonstrata.com.au P: 03 9687 7788

This post appears in the November 2024 edition of The VIC Strata Magazine.

Question: We have an OC manager but no chairperson, executive positions, or committee. Can I elect a chair? Do I call a special meeting of the owners to elect a chairperson, or wait until the AGM?

I’m a new owner in an 8-year-old 4-unit strata complex. We have an OC manager but no chairperson, executive positions, or committee. A new management contract has not been signed since 2020. The AGM was in January. The OC manager doesn’t seem very helpful or even trustworthy.

Can I elect a chair? If so, how? Do I call a special meeting of the owners to elect a chairperson, or do we have to wait until the AGM?

Answer: If you have 25% or more of lot entitlements, contact the OC manager and request a special general meeting.

Section 74 of the Owners Corporations Act 2006 stipulates that a lot owner with at least 25% of lot entitlements can convene a special general meeting.

You would have received a copy of the plan of subdivision when you purchased your property. This plan details the lot entitlement schedule, and it’s possible that each lot might not even have a 25% entitlement.

If you have 25% or more, contact the OC manager and request a special general meeting. If you have less than 25% of lot entitlement, you could ask one of your neighbours (assuming they are owner occupiers) to support your request. In this scenario, you could email your OC manager and cc the other owner, advising them to support your request to call the meeting.

In your email to the OC manager, you should explain to them what agenda items you would like added, which would include something like ‘To appoint a chairperson of the owners corporation’.

The OC manager should comply with your request. If they don’t or are making things difficult, you could contact a strata professional, like a strata consultant, for assistance.

Callum Wilson The Strata Shepherd E: info@thestratashepherd.com.au P: 0431 925 908

This post appears in the May 2024 edition of The VIC Strata Magazine.

Question: I’ve just received minutes of the AGM showing yearly fees will increase from $2000 to $3000 annually. Only 50% of owners voted for the increase. Is a quorum of 80% required for the meeting to proceed?

Answer: To achieve a quorum at an AGM, the Act states that at least 50% of the total number of lots or 50% of the total lot entitlement must be present in person or by proxy.

No, to achieve a quorum at an AGM, Section 77 of the Owners Corporations Act 2006 states that at least 50% of the total number of lots or 50% of the total lot entitlement must be present in person or by proxy. You have stated that 50% of owners voted for the increase, so I will assume that a quorum was present at the AGM.

As the setting of annual fees is done at the AGM, the decision to increase the yearly fees from $2,000 per annum to $3,000 per annum could unlikely be challenged if a quorum has been achieved with at least half of the owners based on lot entitlements present at the meeting. In addition, if a majority of those present at the meeting voted in favour of the increase, in my view, the owners corporation has approved the fee increase.

Matthew Bourke MBCM Strata Specialists E: matthew@mbcmdoncaster.com.au P: 03 9873 7366

This post appears in Strata News #674.

Question: Our AGM is due very soon. We have not been notified of a date. We have received notification that we must submit committee nominations within two weeks. I thought nominations could be received up to the AGM.

Answer: No section of the OC Act 2006 precludes an owner from nominating for the committee at the Annual General meeting from the floor.

Section 71(2) of the Owners Corporation Act 2006 lists the matters that must be dealt with at the Annual General Meeting, including the election of a committee if the owners corporation is to have a committee.

Section 100 of the OC Act 2006 states that an owners corporation affecting ten or more lots MUST elect a committee at each annual general meeting. An owners corporation affection less than ten lots MAY elect a committee at an annual general meeting.

Standard and best practice policy is for the OC Manager to issue the Notice of AGM, including the agenda, at least 21 days before the meeting. Section 72(1) of the OC Act 2006 states that notice in writing of the meeting must be sent at least 14 days before the meeting. This notice should include a committee nomination form.

No part of the OC Act 2006 precludes issuing the committee nomination form earlier than the 14 or 21 day period to give owners more time to consider their nomination and reasons for nominating for the committee. Similarly, no section of the OC Act 2006 precludes an owner from nominating for the committee at the Annual General meeting from the floor.

Ben Quirk OccamStrata E: ben.quirk@OccamStrata.com P: 03 7045 3371

This post appears in the October 2023 edition of The VIC Strata Magazine.

Question: What are the consequences if AGM minutes are falsified?

Answer: If a falsification is identified and members resolve that it be corrected, it must be actioned and noted in the Minutes.

At each AGM, owners have the opportunity to object to wording of the previous AGM’s Minutes.

If a falsification is identified and members resolve that it be corrected, it must be actioned and noted in the Minutes. Failure to do so (presumably by the Manager) would likely be a breach of their duties however the actual consequence for this is unclear. A monetary penalty is unlikely unless it can be proven the Manager made a financial gain due to the falsification.

If a falsification is tabled but the majority of members agree to dismiss it, it would be very difficult to overturn it a higher level (such as VCAT) without firm proof (such as a recording of the meeting). If that proof was available and credible, the Owners Corporation itself may be in breach of its duties but, again, the consequences are not clear and unlikely to be significant unless there was some sort of malice involved.

It is therefore good practice to record meetings where possible to eliminate the potential for disputes regarding the accuracy of meeting minutes.

Callum Wilson Bright & Duggan E: callum.wilson@bright-duggan.com.au P: 0427 339 980

This post appears in the November 2022 edition of The VIC Strata Magazine.

Question: Should the minutes of the AGM include the Manager’s Report and the Committee Report?

Should the minutes of the AGM include the Manager’s Report and the Committee Report even if they have been recently circulated to all owners? It’s not clear from my reading of the Act, but I think it may be important to have these included.

Answer: The AGM minutes should consist of the decisions made by the OC.

The AGM minutes should consist of the decisions made by the OC. That is the minimum legal requirement.

The OC could decided at the AGM to require that the chairperson and committee reports (Reports) are attached to the minutes. From our understanding, most owners corporations’ practice is to attach the Reports to the AGM notice which gives notice and information to the owners corporation members prior to attending the AGM.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #562.

Question: Is there a time frame for the minutes of a meeting to be signed by the Chair?

Is there a time frame after an AGM or Special Meeting for the minutes of the meeting to be signed by the Chairperson or should the minutes be signed at the next meeting after the resolution ‘To Accept the Minutes’ (with any amendments to the minutes) has been passed at the next meeting?

Answer: There is no requirement for the Chair’s signature.

The Owners Corporations Act 2006 is silent on whether minutes should be signed by a Chairperson. Therefore, there is no requirement for the Chair’s signature because the contents of the minutes will be reviewed and confirmed by the members at the next annual or special general meeting. Any amendments to the minutes would also be decided at the next general meeting.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #552.

Question: Our small self managed strata scheme has not had an AGM for the past two years. What are the consequences of not having annual AGMs?

We bought a villa unit about 4 years ago, the complex consists of 6 units. We don’t have a professional Owners Corporation Manager and haven’t had an annual general meeting for the past two years.

What are the consequences of not having annual AGMs?

Answer: If your OC requires funds to be collected or to make decisions that impact the use of the common property, we recommend that you hold annual general meetings to pass resolutions in this regard.

An Owners Corporation (OC) is capable of making legal decisions by passing resolutions. Resolutions are passed at OC meetings. To raise funds, the OC must pass resolutions giving it a legal right to pass a budget and raise the funds for the budget by collecting owner contributions.

If your OC requires funds to be collected or to make decisions that impact the use of the common property, we recommend that you hold annual general meetings to pass resolutions in this regard.

Rochelle Castro RC & Co Lawyers E: law@rccolawyers.com P: 1300 072 626

This post appears in Strata News #538.

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