NSW: Q&A Owners Corporation Meeting Minutes – How much detail should go in?

Our strata managing agent has sent us minutes of our recent AGM. All five committee members agree that the minutes are not accurate. We’d prefer not to wait until the next AGM to dispute the current AGM minutes. Are there any other options that would resolve this promptly?

Answer: Rather than waiting for the next AGM, you could convene an intervening general meeting of the owners corporation to correct the minutes.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #691.

Question: Can the owners corporation act on the minutes of an EGM before the minutes are distributed to the lot owners?

Answer: Because the decisions are made at the meeting, provided the matter is not contentious, there is no need to wait for the issuance of minutes.

In our view, because the decisions are made at the meeting itself, provided the matter is not contentious, there is no need to wait for the issuance of minutes (which are the record of decisions made) within 14 days later. For example, at an AGM, the number of members of a strata committee will be decided, and at the strata committee meeting held immediately after that, the strata committee vote to fill the positions i.e. before the issuance of minutes. Even if you were to postpone action until after the circulation of the minutes of the meeting, such minutes are not “confirmed” as accurate until the next general meeting.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #672.

Question: Can a resident request how the committee record their correspondence in the minutes?

A tenant has written to the strata committee about rules relating to hanging washing on the line. They insist the committee record their name and email contents in the minutes. Can the committee ignore the request and merely note in the minutes that “correspondence relating to hanging of washing was received, discussed and replied to”?

Answer: It is advantageous to the strata committee to take comprehensive records.

Theoretically, yes, however, it is advantageous to the strata committee to take comprehensive records should the strata committee/owners corporation wish to pursue a breach of by-laws/Notice to Comply process i.e. the email and minutes of the meeting would be supporting documentation in case the matter escalated.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #668.

Question: Two people voted against a motion whilst the rest of the ten voted for it. The AGM minutes reported ten for and only one against. All votes were in before the deadline. What actions can be taken?

Answer: Clearly, this was a typographical error which may be corrected at the next general meeting of the owners corporation when confirming the accuracy of the minutes of the AGM.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #662.

Question: Our AGM was held about 5 months ago. I did not attend. A motion was passed for a special levy. I recently requested a copy of the minutes and have been advised that the Strata Manager has not produced them. Are there timeframes for the distribution of AGM minutes?

Answer: The legislation requirements differ depending on the size of your strata scheme.

The answer varies depending on whether you are in a large or non-large strata scheme. If the latter (ie scheme of over 100 lots) you must have requested a copy of the minutes within the statutory timeframe (ie within 14 days of the meeting).

In a non-large strata scheme, you must receive a copy of the minutes within 14 days after a meeting, and a failure to do so carried a maximum penalty: 5 penalty units.

Further, the next agenda for a general meeting should have those minutes attached if those minutes have not previously been circulated.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #617.

Question: Can a lot owner request a confidential meeting with the Chairperson and Secretary prior to Special General Meeting? Do minutes of that meeting need to be taken?

I am the secretary of our strata committee. Can a lot owner request a confidential meeting with the Chairperson and Secretary prior to Special General Meeting? Do minutes of that meeting need to be recorded and filed but not sent to lot owners?

The building has a number of defects being worked through via retained lawyers, structural engineering and other expert inspection reports. The Special General Meeting is to vote on another special levy (the third) to meet strata’s financial obligations – lawyer fees, repairs, loss of rent pursuant to regulation 106 etc.

Answer: As this is an informal meeting, no minutes need to be kept or distributed.

The “confidential” meeting is effectively an informal meeting. There is nothing stopping an owner from requesting this, but there is no obligation on any committee member to comply with this request. As this is an informal meeting, no minutes need to be kept or distributed.

On the defect claim, owners corporations need to be very careful when running defect claims to keep the costs in perspective.

James Moir Madison Marcus E: Strata@madisonmarcus.com.au P: 02 8022 1222

This post appears in Strata News #596.

Question: What is the procedure to have the minutes of an AGM amended?

What is the procedure to have the minutes of an AGM amended? Is it by way of a motion for the agenda of the next AGM or can an amendment be proposed and seconded from the floor at the time of the next AGM? If it is the latter, is a vote necessary?

Answer: Often in strata, minutes are circulated in draft by the Secretary for amendments by the strata committee in advance of the next meeting.

Often in strata, minutes of general or other meetings are circulated in draft by the Secretary for comments/amendments by the strata committee in advance of the next meeting or the due date for issuance of minutes.

When presented at the next meeting of the owners corporation for adoption, however, the latter course you describe ie motion put, then seconded, with a vote, with a majority in support is required to correct/amend the motion.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #596.

Question: When should the minutes from an AGM be approved? Is it at the next AGM or at a general committee meeting?

When should the minutes from an AGM be approved? Is it at the next AGM or at a general committee meeting?

At our previous AGM, we spoke about, but did not come to a decision about raising levies by 65%. Where is this mentioned in the minutes?

Answer: The minutes of the AGM will be considered for approval at the next general meeting, whether the next AGM or any intervening general meeting.

It is a statutory requirement that the notice of every general meeting include a form of motion to confirm the minutes of the last general meeting of any kind – this therefore includes the AGM minutes. In your scenario, the minutes of the AGM will be considered for approval at the next general meeting whether the next AGM or any intervening general meeting.

In terms of raising your levies by 65%, if a motion is included to this effect, an explanatory note could explain the background and intention. Your strata manager might include at the end of the minutes a section entitled “discussions/matters arising” and include a mention there. Minutes of meetings do not usually include discussions/negotiations, but merely make record of the decisions made.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in the August 2022 edition of The NSW Strata Magazine.

Question: Whose job is it to write down and keep the minutes?

Answer: The strata manager, in most instances where they’re in attendance, would draft and circulate the minutes.

Section 43 states that it’s the secretary’s job.

Function of the secretary of the owner’s corporation

Functions of the secretary of the owners corporation include the following

to prepare and distribute minutes of meetings of the owners corporation and submit a motion for confirmation of the minutes of any meeting of the owners corporation at the next such meeting,

It falls under the functions of the secretary. In practice, if you’ve got a strata manager, most strata managers would have drafting and circulating the minutes as part of their agreed services. The strata manager, in most instances where they’re in attendance, would draft and circulate the minutes.

Rod Smith The Strata Collective E: rsmith@thestratacollective.com.au P: 02 9879 3547

This post appears in the May 2022 edition of The NSW Strata Magazine.

Question: Some lot owners are not receiving minutes from meetings although the secretary insists they have been sent. How we can ensure the secretary is sending out minutes?

Some lot owners are not getting emails and minutes from meetings. When they ask the secretary for them all she responds with is ‘They were sent out’.

I requested the cancellation of my email address so that information would be sent through hard copies, but the secretary won’t accept this. Do you have any suggestions for how we can ensure the secretary is sending out the minutes in the proper way?

Answer: We suggest you check with all owners to see if they are receiving and if all owners confirm they are not than it is evident that your agent is not sending the minutes out as required.

It is difficult to prove whether minutes have been properly despatched by your strata managing agent. We suggest you check with ALL owners to see if they are receiving and if all owners confirm they are not than it is evident that your agent is not sending the minutes out as required.

Additionally, you should ask the strata managing agent to confirm that they have updated the strata roll with your preferred method of receipt (being posts) as the Secretary cannot dictate to you how you wish to receive notices. The Secretary must accept your preferred method and requires your written consent to send communications electronically. We suggest you reply back pointing this out to your agent.

Further, Schedule 1, Clause 22 of the Strata Schemes Management Act, 2015 (NSW) imposes penalty units where minutes are not properly distributed on application:

Records to be kept The owners corporation must keep full and accurate minutes of its meetings that include minutes of all motions passed at its meetings.

Distribution of minutes and records of motions Within 14 days after a meeting, the owners corporation must provide copies of the minutes of the meeting in the following manner–
1. by giving each member of the strata committee a copy,
2. by giving each owner a copy, if the strata scheme is not a large strata scheme,
3. by giving an owner a copy, if the strata scheme is a large strata scheme and the owner requests a copy within the period of 14 days.

:Maximum penalty–5 penalty units.

Your Secretary may respond to the threat of NCAT proceedings and the imposition of penalty units. In the meantime, if someone receives minutes of meeting, perhaps they could display those minutes on the notice board or circulate same via email until the Secretary observes proper practice.

Leanne Habib Premium Strata E: info@premiumstrata.com.au P: 02 9281 6440

This post appears in Strata News #548.

Question: Recent minutes did not mention the attendance of the (non owner and non proxied) son of an owner. I am being told that only owners names will be listed as attendees. Is this correct?

Recent minutes did not mention the attendance of the (non owner and non proxied) son of an owner. The owner was also present. The son was elected to the Strata committee as chair, nominated by the owner and voted by other attendees. I am being told that only owners names will be listed as attendees and that is why this person’s name is not on the minutes. But surely, we should include all those who attended?

Answer: Good minute keeping practice dictates that all attendees should be recorded.

In our view, good minute keeping practice dictates that all attendees should be recorded albeit non-owners, other guests and invitees should be recorded in a separate list.

The strata legislation states that the Owners Corporation must keep full and accurate minutes of its meetings that include minutes of all motions passed at its meetings – in order to satisfy the “full and accurate” requirement, we consider that that would include a comprehensive list of attendees whether owners, proxies or otherwise.

Leanne Habib Premium Strata P: 02 9281 6440 E: info@premiumstrata.com.au

This post appears in Strata News #525.

Question: Is it necessary to record the names of movers and seconders in the Strata Committee minutes? What are the ramifications if those details are not recorded?

Answer: There is no express requirement in the strata legislation to record such names, but you could record the names if you wanted to.

There is no express requirement in the strata legislation to record such names, however, for abundance of clarity, especially on a contentious motion, you could record the names (as their names would be listed under attendees in any event) if you wanted to, noting that only minor changes, which do not affect the intention of a motion, may be made at a meeting.

Leanne Habib Premium Strata P: 02 9281 6440 E: info@premiumstrata.com.au

This post appears in Strata News #404.

Question: Our secretary only records the Strata committee minutes, including what she wants our owners corporation to hear. What can we do to get our processes back on track?

Our NSW strata committee members are frustrated and concerned that our secretary only records (in Strata committee minutes), what she wants our owners corporation to hear. As many lot owners are absent investors Strata minutes represent their only official record of on-site proceedings. The actions of a strata committee secretary with their own agenda that distorts, abridges or fails to accurately minute committee decisions and undertakings have become most distressing for fellow committee members. As a result, our SC minutes are repeatedly at odds with the message the committee members want to share with residents and owners. Even when our chairperson requests alterations to better reflect meeting content, their request is often ignored.

To get contributions recorded accurately it has become necessary for committee members to document their responses to agenda items in advance, then read them verbatim at the meeting before supplying the secretary with emails containing what was said for inclusion in the minutes.

This is not always successful, requiring committee members to distribute their meeting contributions independent of meeting minutes, or insisting that they are attached as an addendum. This activity in combination with repeatedly not approving the minutes of previous meetings is making our secretary even more likely to record what they wanted to hear rather than actual meeting deliberations.

What steps can we take to appoint an alternative to get our processes back on track?

Answer: Under the strata legislation, the minutes must be a full and accurate record of decisions made.

In terms of the minutes, under the strata legislation, the minutes must be a full and accurate record of decisions made.

Under Section 45 of the Strata Schemes Management Act, 2015 (NSW) the strata committee or owners corporation may remove the Secretary from his/her office:

45 Vacation of office by officer

An officer of an owners corporation vacates office as an officer:
1. if the person ceases to be a member of the strata committee, or
2. on the receipt by the owners corporation from the person of written notice of the person’s resignation as an officer, or
3. if another person is appointed by the strata committee to hold that office, or
4. if the owners corporation, by special resolution, declares that the person’s office is vacated, or
5. if the person dies.

Leanne Habib Premium Strata P: 02 9281 6440 E: info@premiumstrata.com.au

This post appears in Strata News #362.

These articles are not intended to be personal advice and you should not rely on it as a substitute for any form of advice.

Question: Can a committee member sign off on minutes at a committee meeting as being true and accurate when they were not at that meeting to hear the minutes?

Can a committee member sign off on the owners corporation meeting minutes at a committee meeting as being true and accurate when they were not at that meeting to hear the minutes?

We had a committee vote with the vote being submitted within a time frame on the accuracy of a committee meeting and one committee member was late with there vote. Do we still have to accept this vote?

Answer: There is nothing in the legislation that prevents them from doing so.

There is nothing in the legislation that prevents them from doing so, however common sense and best practise would generally see someone not in attendance at a meeting abstaining from such a vote.

Assuming this is related for a meeting held on writing (or other than in person): No, the vote should not be accepted if submitted after the deadline for submitting votes as advertised on the meeting agenda.

Natalie Fitzgerald More Than Strata E: natalie@morethanstrata.com.au P: 1300 044 979

This post appears in Strata News #354.

These articles are not intended to be personal advice and you should not rely on it as a substitute for any form of advice.

Question: If the strata committee has been unable to provide an immediate answer to a question can the explanation be added as a note/addendum to the minutes of the meeting?

Additions to owners corporation meeting minutes.

On occasion, our Strata committee has been unable to provide an immediate answer to a question by an attending observer (on invitation) the facts and figures being available only after the meetings conclusion.

In such instances and where the answer is of interest to the entire owners corporation, is it possible to have the answer/explanation added as a chairperson, treasurer or Secretaries’ note/addendum to the minutes of the meeting at which the question was first raised?

Answer: There is no legal issue with making such explanatory notes in the minutes, as your intention is to heighten transparency.

Leanne Habib Premium Strata P: 02 9281 6440 E: info@premiumstrata.com.au

This post appears in Strata News #246.

These articles are not intended to be personal advice and you should not rely on it as a substitute for any form of advice.

Owners Corporation Meeting Minutes

Writing minutes is a staple diet item for Strata Managers. Whilst Strata Legislation throughout the country may provide a basic framework, it doesn’t go so far as to explain exactly what can and cannot be recorded in the minutes.

What is the general purpose of owners corporation meeting minutes?

They are intended to act as a record of the decisions (read, resolutions) of the Strata Scheme.

Strictly speaking, body corporate meeting minutes should simply record:

The entity details (IE – Strata Scheme XYZ of ABS Address) and Manager where relevant.

Date, Time & Place of the meeting.

Those in attendance (noting lots represented, proxies, and apologies).

Whether a quorum was reached.

Who chaired the meeting.

Resolutions carried for each agenda item.

Opening and closing times.

And really, that should be it.

If a resolution does not receive a seconder, no matter how extensive the debate, it need not be recorded. It is common practice however that some managers may record resolutions which are moved, seconded, but then fail at the vote; however, once again, this isn’t necessary as the minutes are only required to record resolutions carried.

I have seen various styles of minutes over the years and had differing legal advice on the correct format of resolutions. Variations I have seen:

(The most thorough version) Resolutions should record who moved, who seconded, the text of the resolution, and then which lots voted for, against, or abstained.

More commonly, a mover, seconder, and then the number of votes for or against (or carried unanimously where relevant).

Finally, a mover, seconder, and then simply “carried” without the number of votes or indicating who or which lot voted in favour of against.

My opinion is 1 & 2 are thorough enough and reasonably resilient if they were tested; however, 3 lacks a little too much detail for my liking, specifically if minutes were challenged at the tribunal. If parties have differing opinions on “who voted which way” this style of resolution provides no record or indication of this.

Recording General Debates or Discussions

As for owners corporation meeting minutes and the recording of general debates and discussions, strictly speaking, these need not be recorded, as they are not resolutions. I myself as a Manager am guilty at times of providing too much information in minutes. Sometimes I just couldn’t help myself to frame a debate (one of my longer AGM’s starting at 7 pm and finishing around midnight!).

I have occasionally chosen to make a record of certain matters, especially if there was an intense debate or an event at a meeting; however, I do realise that doing so could open me up to some amount of liability for any perceived bias. Whenever I have chosen to do so, to reduce any risk I have endeavoured to make the statement as factual as possible or to quote verbatim where I can (underlining the importance of arranging an audio recording!). Example: I have had people who have been asked to leave, or have stormed out of meetings after being outvoted and becoming aggressive and the minutes may have included a notation such as “Due to inappropriate/aggressive behaviour Mr X was asked to leave the meeting at 7:05 pm”.

There have also been times when I may make some general notes in the body corporate meeting minutes in order to frame the context of a resolution. My reasoning was always to think from the perspective of someone reading the minutes who was not present at the meeting. Do they make sense? Some resolutions when read by themselves may appear unreasonable or illogical without some general context on how a meeting may have reached consensus. I have heard this common argument against this system: “yes… but that owner should have come to the meeting!” Remember, including additional information is done at your own peril.

Ultimately, if you are not sure if certain additional details/comments should or should not be published, err on the side of caution and stick with the basic resolutions only. Lawyers who read this post may be able to confirm that there are situations where providing more elective information (despite your best intentions) could land you in hot water.

Tip: This is why it is important to keep an audio recording of meetings!

As always, if you have something to add (or if I have something wrong!) please post a comment, or get in touch!

Deryck Walker SMTI deryck.walker@smti.com.au

This post appears in Strata News #147.

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