Our Managing Agent tells us that a special resolution cannot be passed at an adjourned meeting and that we will have to call a new meeting – is this correct?
If we look at the definition of a special resolution in the STSM Act we see the following:
“special resolution” means a resolution—
- passed by at least 75% calculated both in value and in number, of the votes of the members of a body corporate who are represented at a general meeting; or
- agreed to in writing by members of a body corporate holding at least 75% calculated both in value and in number, of all the votes;
So you see that there is no special quorum requirements for a special resolution.
If we look at the definition of a unanimous resolution however we see that there is a special quorum requirement of 80%
“unanimous resolution” means a resolution—
- passed unanimously by all the members of the body corporate at a meeting at which—
- at least 80% calculated both in value and in number, of the votes of all the members of a body
corporate are present or represented; and
- all the members who cast their votes do so in favour of the resolution; or
- agreed to in writing by all the members of the body corporate.
If we look at the stipulations regarding a quorum for a general meeting we see the following:
PMR 19
(2) A quorum for a general meeting is constituted—
- for a scheme with less than 4 primary sections or a body corporate with less than four members, by members entitled to vote and holding two thirds of the total votes of members in value;
- for any other scheme, by members entitled to vote and holding one third of the total votes of members in value,
provided that at least two persons must be present unless all the sections in the scheme are registered in the name of one person, and provided further that in calculating the value of votes required to constitute a quorum, the value of votes of the developer must not be taken into account.
And for adjourned meetings :
PMR 19
(4) If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting stands adjourned to the same day in the next week at the same place and time; provided that if on the day to which the meeting is adjourned a quorum as described in sub-rule (2) is not present within 30 minutes from the time appointed for the meeting, the members entitled to vote and present in person or by proxy constitute a quorum.
So a special resolution can indeed be passed at an adjourned meeting. Just watch out for the requirement of a cool off period that we dealt with in another Question of the Week (special resolution passed by less than 50% of the members)