In this article, we look at who chairs a meeting of trustees and the method of voting on resolutions passed at such meetings. The rules state that if there are only two owners, such as a duet sectional title scheme, then they would have to decide on a method between the two owners to possibly alternate the chairperson.
Who Chairs a Trustees’ Meeting?
From the establishment of the body corporate until the end of the first general meeting, the developer or his nominee is the chairperson. At the commencement of the first meeting of trustees after the general meeting where they have been elected, the trustees, by a majority vote, must elect a chairperson among their numbers. This chairperson holds office until the end of the next annual general meeting.
Removing or Replacing the Chairperson
The chairperson can be removed from office at a trustees’ meeting, provided that the notice of the meeting contains a clear statement of the proposed removal. The removal does not automatically terminate that person’s trusteeship. If this occurs, the remaining trustees must elect a replacement chairperson from among their numbers for the remainder of the period of his predecessor. In the event of a chairperson vacating the chair during a meeting, or if the chairperson is not present or is, for any reason, unable or unwilling to preside, the trustees must choose another chairperson from amongst their number as a replacement who will then have all the powers and functions of the chairperson whilst acting as such.
Quorum Requirements at Trustees’ Meetings
At a trustees’ meeting, a quorum consists of 50% of the trustees by number, provided that where there are three trustees, at least two must be present. Should a quorum not be present, the trustees may still act and pass resolutions, but only for limited purposes, namely to appoint replacement trustees to restore a quorum or to call a general meeting. If a quorum is not present within 30 minutes of the scheduled meeting time, the trustees who are present, provided there are at least two, must adopt written resolutions for each item on the agenda. The resolutions do not take effect unless they are confirmed either at the next trustee meeting at which a quorum is present or by written resolution signed by all the trustees.
How Voting Works at Trustees’ Meetings
A motion at a trustees’ meeting does not need to be seconded and is decided by a majority vote of the trustees present and voting. Each trustee has one vote. If the votes are tied, the chairperson has a casting vote, unless there are only two trustees.
The rules provide that a trustee may not vote on any proposed contract or dispute with the body corporate to which the trustee is a party, or on any other matter in which the trustee has any direct or indirect personal interest.
Round Robin Resolutions and Written Voting
The trustees are entitled to vote on resolutions either at trustee meetings or by written notice sent to each trustee. The notice must contain the text of the proposed resolutions and require trustees to indicate their agreement by signature, which must be received by the body corporate before the specified closing date.
Electronic Signatures and Trustee Resolutions
The question that now arises is how the trustees should deal with the signing of these so-called “round robin resolutions” in light of the Electronic Communications and Transactions Act 25 of 2002 (ETA). Prof CG van der Merwe states that: “It seems to be accepted that in terms of the ETA, a written resolution sent by e-mail to all the trustees, printed and signed, scanned and sent back to the collecting trustee or managing agent would be valid. This might be time-consuming, and some trustees might not have the necessary technology to print and scan the resolution. The ETA distinguishes between standard and advanced electronic signatures. The former can be any electronic method that identifies the person and indicates their approval of the information communicated. A recognised authority must accredit the latter type of signature.
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