Replacement of Trustees

This is more of a case study.

One of our Bodies Corporate had an AGM and 3 Trustees were elected.  After the meeting all but one of them resigned.  The PM (who has since left Trafalgar) advised the remaining Trustee that the next people in line from the voting at the AGM will then become Trustees. 

For example- at the AGM the following people were nominated as Trustees:  Andrew, Karien, Shahiem, Adele, Tracy, David, Christiaan and Helene.  The meeting vote as follows : Andrew (60%), Karien (50%), Shahiem (50%), Adele (40%), Tracy(40%), David(35%), Christiaan(30%) and Helene (30%). So Andrew, Karien and Shahiem were elected at the AGM; after the AGM Karien and Shahiem resigned.  The PM then explained that that means that Adele and Tracy will become Trustees as they are next in line ito the voting.

When the new PM took over this was explained to be incorrect – the only way Trustees can be replaced is by either the remaining Trustee co-opting or the remaining Trustee calling an SGM so that the owners can elect Trustees.

We explained to Adele and Tracy that they were not validly elected as Trustees and they then took the matter to CSOS.  CSOS confirmed that they were not validly elected. 

We are now assisting Andrew (who is the only valid trustee) to call an SGM for the owners to elect new Trustees.

The relevant portion of the Act –


(5)  If a trustee ceases to hold office —

  • the remaining trustees; or
  • the members in general meeting,
    may appoint a replacement trustee.