- Trustees must appoint a chairperson after each annual general meeting to preside over meetings and ensure compliance with sectional title regulations.
- The chairperson must remain impartial, maintain order, and ensure every member has a fair opportunity to participate and vote.
- Owners may challenge procedurally unfair meetings through the Community Schemes Ombud Service or, in appropriate cases, the High Court.
General meetings are an essential part of a sectional title scheme’s body corporate. Without them, the necessary carrying out of business and decision-making would not occur.
Equally as important to the meetings is the chair of them, whose main function is to steer the discussion in a manner that is compliant with the Sectional Titles Schemes Management Regulations 2016.
How does a body corporate appoint a chairperson?
All sectional title schemes in South Africa are regulated by the Sectional Titles Schemes Management Act 2011.
Within this Act, there are regulations known as the Sectional Titles Schemes Management Regulations 2016, which prescribe management rules and conduct rules that each scheme’s body corporate members (i.e. all the scheme’s owners) must adhere to.
At each Annual General Meeting of a body corporate, its members must elect trustees for the scheme whose primary role is to carry out their designated legislative duties and act in the best interests of the body corporate by upholding their fiduciary duty to the scheme.
Prescribed Management Rule 12(3) of the Sectional Titles Schemes Management Regulations 2016 states that at the first trustees’ meeting after they have been elected, the trustees must appoint a chairperson who will hold office until the next Annual General Meeting of that body corporate.
Body corporate general meetings
There are two main types of general meetings a sectional title scheme body corporate can hold. The first is an obligatory Annual General Meeting in terms of Prescribed Management Rule 17(1) of the Sectional Titles Schemes Management Regulations 2016, which must be held within four months of the end of each financial year.
According to Prescribed Management Rule 17(3) of the Sectional Titles Schemes Management Regulations 2016, all meetings of the body corporate other than Annual General Meetings are considered Special General Meetings.
The nature of Special General Meetings is such that they are often intended to deal with a particular matter requiring a decision from the body corporate by special resolution, unanimous resolution or ordinary resolution.
The chairperson’s role at general meetings
Prescribed Management Rule 18(1) of the Sectional Titles Schemes Management Regulations 2016 details that the chairperson of a body corporate must preside over every general meeting unless the body corporate votes otherwise at the meeting.
Interestingly, the ensuing Prescribed Management Rule 18(2) of the Sectional Titles Schemes Management Regulations 2016 allows for the body corporate to elect another person to chair the meeting if the chairperson is not present within the first 15 minutes of the meeting.
Whoever is appointed the chair is then tasked with maintaining order in the meeting, ensuring that the scheme’s registered documents are available for reference and announcing the outcome of each vote under Prescribed Management Rules 18(3)(a), 18(3)(c) and 20(8) of the Sectional Titles Schemes Management Regulations 2016.
The chairperson and impartiality
As per Prescribed Management Rule 18(3)(d) of the Sectional Titles Schemes Management Regulations 2016, a chairperson must act impartially and be fair to all members entitled to attend a meeting.
This is further reinforced by Prescribed Management Rule 18(4) of the Sectional Titles Schemes Management Regulations 2016, which prohibits a chairperson from attempting to influence members’ views on any item of business.
Non-compliance and remedies
What happens in the instance that a biased chair presides over a meeting? A peculiar incident occurred not long ago when the trustees of a KwaZulu-Natal scheme’s body corporate made their attorney chair an Annual General Meeting simply to antagonise an owner who had instituted civil action against the body corporate.
That type of situation constituted a gross violation of Prescribed Management Rule 18(4), as a single party’s attorney undoubtedly attempted to influence members’ views to vote in a particular manner.
In this kind of circumstance, an affected party can approach the Community Schemes Ombud Service and seek an order based on Section 39(4) of the Community Schemes Ombud Service Act 2011 to have a decision made by the body corporate (a resolution) declared void on improper procedure arising from non-compliant chairing.
If the matter is more complex and has a history of litigation, the affected party can approach a High Court to have any decision of the body corporate set aside due to procedural irregularity.
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1 Comment
There was this boutique law firm in la lucia that was so desperate for business one of its directors would go and pretend to chair sectional title AGM meetings. It was really sad. That same director had no court appearance rights as an attorney and had to make other people do it. She would lie and say she knew a lot about sectional titles when all she did was levy collection. I’m assuming that firm was a very cheap hire.