Meetings and voting for scheme associations

On this page:

• Annual general meetings and general meetings
• First AGM
• Association committee

Annual general meetings and general meetings

When do annual general meetings need to be held?

Associations must have an annual general meeting (AGM) each financial year.

The AGM deals with matters that owners must consider including financial statements, insurance policies of the scheme and election of the association committee.

What needs to be on the AGM agenda?

The agenda for each AGM must include an item to determine if a matter or types of matter must be considered by the association in a general meeting, and therefore cannot be decided on by the committee alone.

For neighbourhood schemes, the AGM agenda must also include an item to consider any agreements for the supply of electricity, gas or any other utility relevant to the scheme.

In addition to the general meeting agenda items below, notice of the AGM must include or be accompanied by:

• a copy of the statements of key financial information for the association for the past year and any relevant auditor’s report
• a motion for accepting the financial statements
• a motion to consider the appointment of an auditor and taking out of insurance for buildings and structures on association property
• information regarding all insurance policies held by the association
• a motion to decide the number of association committee members
• a motion for the election of the association committee
• a motion to consider what commissions have been paid or are likely to be paid to agent for the next 12 months
• a motion to decide how to deal with any overdue contributions.

If voting by electronic means is to be used for a meeting, the means will need to be specified in the notice given for the meeting. See below for more information.

How do you convene general meetings?

Meetings other than the AGM are called general meetings.

These meetings can be held to change, cancel or make by-laws, modify the management statement, or raise additional funds to cover unexpected works when necessary, throughout the year.

The secretary or other committee member may convene a general meeting at any time throughout the year.

Eligible voters can provide written notice to the secretary or committee member requesting a general meeting to be held as soon as practicable if they hold at least one-quarter of the total unit entitlements.

What needs to be included in the agenda for general meetings?

The following matters must be included and accompany the notice of all general meetings:

• motion to confirm the minutes of the last general meeting
• motion for election of the association committee if the meeting is for that purpose
• motion for each other motion to be considered at the meeting
• indication of whether a motion requires a special resolution or a unanimous resolution to be passed
• a statement that a vote by an owner of a relevant lot does not count if a priority vote is cast for the lot in relation to the same matter
• a statement that an unfinancial member, mortgagee or covenant chargee cannot vote at a meeting on a motion (other than a motion requiring a unanimous resolution) unless payment has been made before the meeting of all contributions levied on the member, and any other amounts recoverable from the member
• a statement that voting or other rights may be exercised in person by an individual, company nominee, or by proxy
• how quorum is determined at meetings, as explained below
• if the notice is given to a mortgagee or covenant chargee of a lot, the name of the owner of the lot, the address of the lot and the place at which the meeting is to be held
• a copy of the minutes of the previous general meeting (if any).

If voting by electronic means is to be used for a meeting, the means will need to be specified in the notice given for the meeting. See below for more information.

Tenants must be notified of a meeting at the same time as members. Copies of other documents may be given to tenants if the association decides.

In a community, precinct or neighbourhood scheme, the landlord, or their agent, is responsible for completing a tenancy notice within 14 days of a new lease being signed. The landlord or agent then provides this to the association and the new tenant is registered on the association roll.

If the landlord or agent has not provided notice, the tenant may provide their own notice to the association. The notice must the tenant name, address, lease start date and the details of any agent acting on behalf of the landlord.

If requested by a member, you must also give a copy of the full financial statements of the administrative fund, capital works fund and any other funds at least two days before the meeting.

What notice must be given for meetings?

Written notice must be given to each member on the association roll. If a motion on the agenda allows for a priority vote, notice must be given to a first mortgagee or covenant chargee.

Priority votes may be cast for motions relating to insurance, budgeting, or if it requires a special or unanimous resolution.

Notice should be given:

• community association: at least 21 days before the meeting if the scheme includes a precinct scheme, or 14 days if there are no precinct schemes
• precinct association meeting: at least 14 days before the meeting
• neighbourhood association: at least 7 days before a general meeting and 14 days before an annual general meeting.

How do I put a motion on the agenda?

Any person entitled to vote at a meeting can ask for a motion to be put on the agenda. Written notice must be given to the secretary, who must put the motion on the agenda for the next general meeting.

How do I amend motions?

Only motions on the agenda issued with the notice for a meeting can be voted on. Generally, motions on the agenda may be amended at the meeting and eligible voters may request a motion to be amended at the meeting.

However, there are restrictions on amending motions to be determined by pre-meeting electronic voting:

• a motion to be determined wholly by pre-meeting electronic voting must not be amended at the meeting for which the voting was conducted
• a motion to be determined partly by pre-meeting electronic voting can only be amended at the meeting for which the voting was conducted if the amendment does not change the subject matter of the motion.

The notice for a meeting at which a motion may be determined partly by pre-meeting electronic voting must include a statement that the motion may be amended by a further motion at the meeting after the pre-meeting voting occurs, and consequently, the pre-meeting votes may have no effect.

If a motion to be determined partly by pre-meeting electronic voting is amended at the meeting, notice of the change and a statement about how an eligible voter can request a further meeting must be given to members with the minutes of the meeting.

How are meetings adjourned?

A meeting can be adjourned for any reason if a motion is passed at the meeting for the adjournment.

A meeting must be adjourned if there is no quorum. The person presiding must set the time and place for the adjourned meeting. A written notice must be sent to each member of the association at least one day before the meeting.

Who is entitled to vote?

At a meeting of a community or precinct association, voting rights can be exercised by:

• each member of the association shown on the roll or by their appointed proxy
• the proxy acting on behalf of a subsidiary body shown on the roll
• the proxy of the joint first mortgagees or joint covenant chargees shown on the roll
• a proprietor, first mortgagee or covenant chargee of a development lot shown on the roll and that is not a corporation
• a proprietor, mortgagee or covenant chargee of a development lot that is a corporation.

At a meeting of a neighbourhood association, voting rights can be exercised by:

• a proprietor, first mortgagee or covenant chargee of a neighbourhood lot shown on the roll and that is not a corporation
• a proprietor, mortgagee or covenant chargee of a development lot that is a corporation - by the company nominee shown on the roll.

A member of an association cannot vote if their levies and any other money owed to an association is in arrears, except on motions requiring a unanimous resolution.

How many members must be present for voting?

There must be a quorum at a meeting before any motion, including for election of the committee, can be voted on.

A quorum exists when:

• at least one-quarter of the members entitled to vote are present either personally or by proxy, or
• at least one-quarter of the total unit entitlement of the scheme is represented by persons entitled to vote who are present either personally or by proxy,
• if there are two persons present either personally or by proxy who are entitled to vote and where the association has more than one member and the quorum would otherwise be calculated as less than two persons.

If there is no quorum within 30 minutes of the scheduled start time, the chairperson must either:

• adjourn the meeting for at least seven days, or
• declare a quorum and go ahead with the meeting. The quorum is then the owners and proxies present who are entitled to vote.

If quorum is not present within 30 minutes of the scheduled start time for the adjourned meeting, then those who are present either personally or by proxy and are entitled to vote constitute quorum.

A person who has voted, or intends to vote, on a motion or at an election at a meeting by a permitted means other than in person is taken to be present for the purpose of determining whether there is a quorum.

What voting rights does the original owner have?

If you are the original owner and the initial period has ended and you still own community or precinct development lots or neighbourhood lots that account for half or more of the total unit entitlements for the scheme, the value of your vote is reduced by two-thirds of your unit entitlement. This applies to special resolutions and votes by polls where the unit entitlement is used to count the votes. This does not apply to votes on ordinary resolutions.

The original owner is not entitled to vote, or exercise a proxy vote, on a matter concerning building defects in, or the rectification of building defects in building works that are residential and were carried out by or on behalf of the developer.

Can associations use electronic or virtual voting?

Associations can meet and vote in person, or by using electronic means while participating in a meeting without the need to pass a resolution adopting those means. However, pre-meeting electronic voting needs to be adopted by resolution before being used and cannot be used for an election of the association committee.

Schemes also have to comply with the following requirements if electronic voting is used:

• any electronic means to be used for voting at a meeting needs to be specified in the notice given for the meeting, and
• the secretary of the association, or the managing agent if they have responsibility for this function, must take reasonable steps to ensure all persons entitled to participate in and vote at a meeting can do so.

The following may constitute minimum reasonable steps:

• providing clear and accessible instructions about how to participate in and vote at a meeting,
• providing multiple ways for a person entitled to vote to participate in and vote at a meeting, including ways that do not require the person to access the internet or to incur unreasonable expenses,
• using technology that is reasonably accessible to a person entitled to vote, including technology that does not require the person to pay unreasonable costs.

When can a proxy be used for voting?

Appointment of a proxy is only valid if it has been made in writing on the Appointment of a proxy is only valid if it has been made in writing on the form approved by NSW Fair Trading. Proxies must be dated and be given to the secretary before or at the meeting.

The conditions of a proxy include:

• the proxy cannot vote if the person appointing the proxy also votes
• if the form appointing a proxy limits the manner in which the proxy may vote at a meeting, a vote by the proxy that does not observe the limitation is invalid
• the limits on the total number of proxies held by one person are:
  • one proxy vote only for schemes with 20 development lots or neighbourhood lots or fewer, or
  • in schemes with more than 20 development lots or neighbourhood lots, a number that is no more than 5% of the total number of lots
  • a person who owns more than one lot in a scheme may appoint a single proxy in respect of all the lots they own.

Voting restrictions on company nominees and powers of attorney

In schemes with 20 development or neighbourhood lots or less, a company nominee or person acting under power of attorney cannot vote at meetings for more than one owner in a scheme.

For schemes of 21 or more development or neighbourhood lots, a company nominee or person acting under a power of attorney cannot vote at meetings for more than 5% of the total number of owners.

How are motions decided?

The number of votes cast for or against the motion decides a motion.

Most decisions can be made by a simple majority vote (that is, 50% plus 1) and these are often referred to as ‘ordinary resolutions’. The value of votes is one per person.

Other types of motions require a special or unanimous resolution to be approved.

A special resolution is approved if no more than one-quarter of the total value of the unit entitlement vote against the motion. This means that the value of a person’s vote depends on the unit entitlement that they hold.

A unanimous resolution requires no votes to be cast against the motion for it to be approved.

The chairperson may rule that a motion is out of order if:

• a person not entitled to vote moves a motion or nominates a candidate for election to the association committee
• it conflicts with the management statement, by-laws, or would be unlawful or not enforceable if passed
• appropriate notice of the meeting was not given.

First AGM

What happens at the first AGM?

There are special requirements for a scheme’s first AGM. The original owner must hold the first AGM within two months of the end of the initial period. A maximum penalty of $1,100 may apply if this is not done.

Notice of the AGM must be given to each owner, each first mortgagee, and each covenant chargee or tenant on the association roll. Notice must be provided at least 14 days prior to the meeting.

What does the original owner need to provide?

At least 14 days before the first AGM, or not later than three years after the date of registration of the scheme whichever is earlier, the original owner must provide the association with copies, of:

• all documents related to the scheme: plans, specifications, occupation certificates or other certificates (other than certificates of title for lots), diagrams, depreciation schedules, policies of insurance and other related documents
• development documents related to the scheme: consents, complying development certificates and related endorsed plans, 'as built' drawings, compliance certificates (within the meaning of the Environmental Planning and Assessment Act 1979), fire safety certificates and warranties obtained or received by the owner or lessor and relating to the scheme or any building, plant or equipment
• the initial maintenance schedule
• development contracts
• service line diagrams including:
  • supply of water, gas, or electricity
  • air-conditioning ducts
  • sewerage and drainage services
  • telephone, radio or telephone lines
• the certificate of title for the association property — noting that under e-conveyancing, paper certificates of title no longer exist
• accounting records and the latest financial statement.

What needs to be on the agenda for the first AGM?

The agenda for the first AGM must include the following:

• confirm the dollar amount of contributions to the administrative or capital works funds
• determine the number and elect members of the association’s committee
• confirm or vary the amount of insurance cover
• decide which matters are to be determined by the association in a general meeting
• by-laws
• determine to extend or terminate agreements made by the original owner
• appointment of a managing agent, including the functions to be delegated and the remuneration that should be paid to the managing agent for the following 12 months
• whether a facilities manager should be appointed and what functions they will exercise
• receive the documents required to be provided by the original owner
• accounting records
• to consider the initial maintenance schedule
• decide whether an auditor should be appointed.

Association committee

How is the association committee elected?

An association must ensure that a committee of the association is elected and constituted in accordance with the Community Land Management Act 2021 and the Community Land Management Regulation 2021.

An association committee for an association with three members or fewer consists of:

• the nominee of each member that is a subsidiary body or other corporation,
• each other member or the nominee of those members.

An association committee of an association with more than three members is to consist of:

• the number of persons determined by the association
• no more members than the number of association members
• no more than 15 people.

Who is eligible for nomination to the committee?

To be eligible for nomination, appointment or election to an association committee for a community scheme or a precinct scheme, you must be one of the following:

• a member of the association (other than a subsidiary body or other corporation) who is the sole owner of a development lot in the scheme
• a company nominee of a member of the community or precinct association that is a corporation but is not a subsidiary body
• the only nominee of a member of the community or precinct association who is eligible to be, but is not, a candidate
• a member of a subsidiary body, or a member of the committee of a subsidiary body, who is nominated by a resolution of the subsidiary body and is the only person nominated by it
• an individual who is the co-owner of a development lot in the scheme, if the person is nominated for election by an owner who is not a co-owner of the lot, or by a co-owner of the lot who is not a candidate for election as a member, or
• a company nominee of a corporation that is a co-owner of a development lot in the scheme, if the person is nominated for election by an owner who is not a co-owner of the lot, or by a co-owner of the lot who is not a candidate for election as a member, or
• an individual who is not an owner of a development lot in the scheme, if the person is nominated for election by an owner of a development lot who is not a member, or is not seeking election as a member, of the committee.

To be eligible for nomination, appointment to the association committee for a neighbourhood scheme, you must be:

• a member of the association (other than a corporation) who is the sole owner of a development lot in the scheme
• a company nominee of a member of the neighbourhood association that is a corporation
• the only nominee of a member of the neighbourhood association who is eligible to be, but is not, a candidate
• an individual who is the co-owner of a neighbourhood lot in the scheme or a company nominee of a corporation that is a co-owner of a neighbourhood lot in the scheme, if the person is nominated for election by an owner who is not a co-owner of the lot or by a co-owner of the lot who is not a candidate for election as a member
• an individual who is not an owner of a neighbourhood lot, if the person is nominated for election by an owner of a neighbourhood lot who is not a member, or is not seeking election as a member, of the committee.

An individual who is a member of the neighbourhood association who is not a co-owner of a neighbourhood lot may nominate themselves for election as a member of the neighbourhood committee. Only one co-owner of the same neighbourhood lot may be a member of a neighbourhood committee at the same time.

How can people be nominated for election to the committee?

The Community Land Management Act 2021 and the Community Land Management Regulation 2021 set out the process to be followed for the general meeting at which the committee is elected. They provide for nominations to be made in writing or orally at the general meeting in accordance with certain requirements, including that the nomination be supported by the nominated person’s consent.

After the chairperson declares nominations have closed, the association must decide the number of members of its association committee, as permitted by the legislation.

If the number of candidates is greater than the number of committee members, a ballot must be held in accordance with the process set out in the legislation. That process provides for ballot papers to be provided by the chairperson to those persons at the meeting entitled to vote. Those persons must then complete the ballot papers and return them to the chairperson.

The process in the legislation provides for the chairperson to successively declare elected the candidate who has the most votes out of the candidates remaining, until all places on the committee are filled. If one place remains and there are 2 or more candidates with an equal number of votes, the elected candidate is determined by a show of hands of the persons present and entitled to vote.

The election of the members of the committee at the meeting can be carried out whether associations are meeting and voting in person, using electronic means or a mixture of these. However, pre-meeting electronic voting cannot be used.

How are the office holders (chairperson, secretary, treasurer) of the committee appointed?

Once the committee is appointed, they must appoint the chairperson, secretary and treasurer at their first committee meeting in accordance with the nomination and election processes set out in the legislation.

Nominations for a member of the committee as an office holder can be made in writing or orally at the meeting in accordance with the requirements of the Community Land Management Act 2021 and the Community Land Management Regulation 2021. The election of the office holders at the meeting can be carried out whether the committee is meeting and voting in person, using electronic means or a mixture of these. However, pre-meeting electronic voting cannot be used for the election.

What if a member has a conflict of interest?

Committee members will sometimes have a financial interest in a matter considered by the committee. This can create a conflict of interest between their financial interests and the proper performance of their duties as a committee member.

Where this occurs, a member must as soon as possible disclose the nature of the financial interest they have at a meeting of the strata committee. The strata committee must also make a record of the details of the conflict of interest.

After a member has disclosed the conflict of interest, the member must not be present during any deliberation of the committee about the matter the member has a conflict for or take part in any decision of the committee about that matter.

What if I want to remove a member?

A committee may remove a member from the committee through the passing of an ordinary resolution.

A member of the committee who has been removed in this way may not serve on the committee for the period of 12 months commencing on the day the resolution was passed.

Can tenants attend committee meetings?

Tenants can elect a representative to sit on the neighbourhood committee. Tenants cannot attend or elect a representative for community or precinct committees.

Tenants need to be registered on the neighbourhood association roll to:

• attend neighbourhood committee meetings
• receive communication
• be counted in tenanted lots
• nominate a tenant representative on the neighbourhood committee where at least half of the lots are tenanted.

What is the tenant representative entitled to?

The tenant representative is entitled to:

• receive a copy of the agenda
• attend and speak at neighbourhood committee meetings, however they can be asked to leave the meeting if financial issues are discussed.

The tenant representative does not have a vote and is not counted for determining a meeting quorum.

How is the tenant representative elected?

Tenants who are on the association roll for a neighbourhood association must be advised of the upcoming AGM so they can select their representative.

A meeting to elect a tenant representative can be held at any time before the AGM but must be called at least 14 days beforehand. Tenants must receive notice of the meeting at least 14 days in advance of it being held.

Landlords cannot prevent their tenant from nominating a tenant representative.

A tenant representative’s term ends when:

• the person stops renting a property in the scheme
• they resign in writing to the association
• the following AGM ends (after the one at which the tenant representative is announced).

If a tenant representative’s appointment ends early, the secretary should hold a meeting of eligible tenants to elect a replacement for the rest of the term.