Can I submit a new proxy form form for an adjourned general meeting?

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  • 29/08/2011 at 7:41 pm #7614
    wombat

      My strata manager – one of the big companies – will not accept a new proxy appointment for an adjourned general meeting.

      Their Education Officer, was kind enough to explain why they cannot allow new proxies. He described how it was essentially the same meeting and that the generally accepted meeting procedure under common law does not permit new proxies because it is the same meeting.

      Not entirely convinced I searched the web and I found a document that suggests that they are wrong.

      Rio Tinto had an adjourned general meeting last year and allowed new proxies. I would have thought that the common law meeting procedure referred to by the strata manager would be adhered to by a corporate giant. apparently not.

      There may be a good reason for this difference of approach. Possibly the Rio constitution allows this.

      See the following link.

      https://www.riotinto.com/documents/Investors/100505_Rio_Tinto_2010_Notice_of_adjourned_annual_general_meeting.pdf 

      [NB: I edited the name of the strata company out.  It’s no big deal but it’s just our “no-names, no packdrill policy” – and you either have a policy or you don’t. Rio Tinto – well, that’s a whole different issue …- JT]

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    • 30/08/2011 at 8:48 am #13645
      wombat

        I have another interesting point to make that is related to the notion of not permiting new proxies at an adjourned meeting. My point is in relation to the situation in a 2 lot scheme where one lot owner is not financial and is present at the original meeting.

        The strata manager claims that the meeting has no quorum because one of the two lot owners present an the original meeting was not financial.

        The strata manager also claims that the unfinancial member cannot pay the outstanding amounts in order to have their votes counted at the adjourned general meeting to be held at a later date for the same reason I cannot submit a new proxy. The managers reason is that the meeting is in fact the same meeting being continued at a later date.

        My question is. What is the purpose of adjourning the original meeting due to a lack of a quorum because one of the owners present was unfinancial when the period of adjournment offers no opportunity to that owners to pay the outstanding moneys?

        It seems to me that the combination of the notion of an unfinancial member not being able to form part of the quorum and the notion that the owner cannot rectify their finances during the adjournment period is contradictory and unjust.

        The adjournment is necessary to move towards having the meeting that has loosened the quorum conditions.

        It seems to me that the purpose of the adjournment is lost when the manager says nothing can change during the adjournment period.

        30/08/2011 at 1:58 pm #13650
        Billen Ben
        Flatchatter

          Hi Wombat,

          What the Education Officer told you is correct and there is no paradox between that and what Rio did.

          Rather than attempt to convey what i need to convey i will direct you to a book called Horsley's Meetings (should be available through your local library) and refer you to the chapter on proxies after which illumination will be yours and you will understand how in some cases a meeting can have new proxies while in other cases a meeting cannot.

          You already seem to know the answer though –if a constitution or standing orders etc allow for new proxies then they are allowed and the common law position is no longer the standard. In the case of a strata meeting there are no provisions in the law relating to the matter so the common law position prevails.

          01/09/2011 at 9:47 am #13663
          Jimmy-T
          Keymaster

            wombat said:

            It seems to me that the combination of the notion of an unfinancial member not being able to form part of the quorum and the notion that the owner cannot rectify their finances during the adjournment period is contradictory and unjust.
            The adjournment is necessary to move towards having the meeting that has loosened the quorum conditions.

            It seems to me that the purpose of the adjournment is lost when the manager says nothing can change during the adjournment period.

            It sounds like you have yourself a classic 'Catch-22' there but the law does provide a circuit breaker.

            12   Quorum

            (4)  If a quorum … is not present within the next half-hour after the relevant motion or business arises for consideration at the meeting, the meeting stands adjourned for at least 7 days.

            (5)  If a quorum … is not present within the next half-hour after the time fixed for the adjourned meeting, the persons present personally or by duly appointed proxy and entitled to vote constitute a quorum for considering that motion or business.

            In other words, turn up for the next meeting, your neighbour's vote will once again be ruled invalid wait half an hour and then you get to vote all on your own on the matters on that agenda.  It sounds like red tape gone mad but if you've ever been on the end of a nit-picking legal argument about how a decision that was made never should have been made, you'll see why the strata manager has followed the rules to the letter.

            The opinions offered in these Forum posts and replies are not intended to be taken as legal advice. Readers with serious issues should consult experienced strata lawyers.
            08/09/2011 at 7:08 am #13711
            wombat

              Thanks for the feedback. The education officer has been helpful as well. Both Billen Ben and the education officer have referred me to Horsley’s Meetings which I have taken a look at.

              The “One meeting only” section of Chapter 13 describes the common law principal that disallows new proxies and disallows the payment of debts before the meeting is resumed.

              However I do have doubts about the notion that an unfinancial member cannot form part of a quorum at the original meeting.

              While the notion that an unfinancial member cannot form part of a quorum and the common law principles associated with adjournments are not strictly mutually exclusive it appears to me that the two cannot co-exist.

              It appears to me that to adjourn a meeting where all the members are present because some are not financial serves no purpose at all because of the power of the common law principal described in Horsley’s.

              I have been to the CTTT on one occassion to have a compulsory manager appointed and with one of the ancilliary orders the adjudicator dealt with the validity of a number of meetings that had been held while in self management.

              Two meetings were invalidated because not enough notice was given.

              With a third meeting the adjudicator did not say the meeting (it was the original meeting) was invalid or inquorate but she did say that the unfinancial owners votes could not count. Which turned the resolutions passed 180 degrees because in this 2 unit strata scheme the two owners were not in agreement. In this case the unfinancial member did not trigger the adjudicator to order the meeting invalid because of no quorum.

              In the introduction of the Quorum chapter Horsley’s does mention that the number of a quorum does not have to equal that number of votes in the introduction of the Quorum chapter.

              I dont know if this helps me undermine the notion that a unfinancial member cannot form part of a quorum.

              I will need to take this matter to the CTTT at some point. Thats why I wont let it go. Sorry.

              Happily digging

              Wombat

              09/09/2011 at 12:47 pm #13717
              Billen Ben
              Flatchatter

                wombat said:

                …. I have been to the CTTT on one occassion to have a compulsory manager appointed and with one of the ancilliary orders the adjudicator dealt with the validity of a number of meetings that had been held while in self management.

                Two meetings were invalidated because not enough notice was given….

                This i find astonishing. In one case i did the adjudicator ( a Senior Member) acknowledged that proper notice was not given but took no action because in his opinion there was still a good turn out on the day.

                CTTT are such a bunch of no-account reprobates.
                An SP, large, small or in-between, either needs to give proper notice or it does not and it should not be a case of how does some pompous “public servant” feel about the particular matter before him/her. These people are hopelessly inconsistent.

                I would agree that if a meeting is adjourned because of the number of non financial members then what is the point of the adjournment except to move to the position Jimmy points out above; i.e. where the quorum at the reconvened meeting can become those present regardless of how many that number is.

                I wish you well with your quest for clarity.

                11/09/2011 at 6:37 am #13730
                wombat

                  The member acting as an adjudicator on the matter was a full time member not a senior member if that is any better.

                  Three meetings were being looked at by the adjudicator.

                  Two were invalidated because not enough notice was given.

                  The third was not invalidated because the proper notice was given and the meeting was conducted properly. I brought to the adjudicators attention that one the member (two unit scheme) was not financial.

                  Rather than decide that there was no quorum the adjudicator simply said that the votes of the unfinancial member could not be counted. So the adudicator was of the opinion the meeting had been validly conducted in accordance with the statute. The adjudicator did not order that the meeting be resumed because of the lack of a quorum.

                  There was no appeal of this decision.

                  I will take my current application to the CTTT and hope they see it my way on the day.

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