Debating AGM Motions – A War of Words

For many stakeholders in a strata community, the annual general meeting is their time to shine. They submitted their motions long ago, they knocked on the doors of their friendly neighbours to ask for their support, and they have visualised how they will make their strong points when having their say at the meeting.

For others, the annual general meeting is an occasion to catch up with neighbours and fellow investors to help break the boredom as votes are being tallied, all the while hoping your chairperson can deftly avoid awkward confrontations between those that seem a little too passionate about the business being voted on.

There are many good reasons to prevent debate occurring at a general meeting:

• Often the result has already been decided by written votes sent in before the meeting opens, so it really doesn’t matter what is said or done from the floor.
•  Owners have had ample opportunity (at least 21 days) to consider what has been proposed and lobby others to support their position.
•  Parliament Question Time is not aired during TV’s prime time for good reason: not many people want to see grown adults arguing with each other.

So while you might let out a sigh of relief as the chairperson explains at the outset of the meeting that debate won’t be allowed, adjudicators in the Office of the Commissioner for Body Corporate and Community Management have held there must be an opportunity for debate before voting ends on a motion.

Adjudicator Rosemann made these comments in Pacific Mansions [2012] QBCCMCmr 167:

[44] The body corporate legislation does not specifically refer to the conduct of debate on motions at a meeting. It simply specifies how voting will be conducted. However in my view the general principles of meeting procedure establish that debate must be allowed prior to voting. A widely recognised authority on Australian meeting procedures says:

“The purpose of debate is to allow members to state relevant facts and express their views on the business before the meeting. This is an essential part of the democratic process by which organisations reach decisions. Members should be allowed to share their information and to attempt to persuade their fellows of the rightness of their views.”

[45] The fact that some voters are not present to participate in debate is immaterial. The persons who are present at the meeting are entitled to withdraw their written vote, and substitute an alternative personal vote, at any time before the result of the motion is declared. The fact that a chair believed no owner present would change their vote is no basis to prevent debate.

[46] The need to allow debate does not mean a chair cannot control the conduct of debate, and indeed they should. A chair should give each voter present an opportunity to speak, ensure others do not interrupt, require speakers to keep to the point, and so on. Debate could be limited by restricting the time allotted to each speaker. However I consider this would require the agreement of the meeting, through a procedural motion that was proposed, voted on, passed and minuted. The chair or committee could not unilaterally impose such a restriction.

So for those of you ever (un)fortunate enough to chair a general meeting who suspect debating may be an issue:

• Draft and then table a written protocol at the start of each general meeting to set a time limit for each speaker, and also limit the number of times any one person can speak. Don’t let a one hour general meeting drag out into four hours because of a competition to have the last word.
• When the protocol has been tabled, move a procedural motion for the voters present to approve it.
•  Be firm but fair in applying that protocol, and the general principles described by the Adjudicator above.
•  Stop the debate immediately if someone becomes aggressive or offensive when having their say. You are all part of a community and most will have to live with each other for the rest of the year.
•  Do not give any expectation that a transcript of the meeting is going to be produced and distributed in the minutes, even though the participants may feel strongly about their comments being “put on the record”. You do not have to record what is said in the minutes, nor should you. Minutes describing what was said in a body corporate meeting are a bountiful source of work for defamation lawyers.

Many of you might be wondering why a debating protocol wasn’t adopted at the last general meeting you attended. Most bodies corporate don’t need to take this approach. It is largely reserved for those communities that are conflict-ridden, have controversial issues on the agenda, or have so many owners attending an AGM that it would better be described as a convention.

Common sense coupled with good manners usually prevails in strata communities. If it doesn’t in yours, then I hope you have found this article helpful.

This article was contributed by Jason Carlson, Partner – Grace Lawyers.