Unit Title Schemes (Management Modules) Regulations 2009 (NT)

NORTHERN TERRITORY OF AUSTRALIA

UNIT TITLE SCHEMES (MANAGEMENT MODULES) REGULATIONS 2009

As in force at 28 July 2016

TABLE OF PROVISIONS [if supportFields]> TOC \o "1-9" <![endif] — Citation2 — Commencement3 — Definitions4 — Scheme statement may specify management module5 — Management modules6 — Change in management module7 — OffencesSchedule 1 — Management module 1 – standard schemePart 1 — Preliminary matters1 — Definitions2 — Decisions of body corporate3 — Interim resolutionsPart 2 — Committee of body corporateDivision 1 — Constitution of committee4 — Constitution of committee before first annual general meeting5 — Number of committee members after first annual general meeting6 — Election of committee members7 — Chairperson and secretary8 — Term of office of committee member9 — Removal of committee member for breach of code10 — Acting committee memberDivision 2 — Committee meetings11 — How often committee meets12 — Calling committee meeting13 — Notice of committee meeting14 — Quorum at committee meeting15 — Interim resolution if no quorum present16 — Attendance by teleconferencing17 — Procedures for committee meeting18 — Chairperson of committee meeting19 — Voting at committee meeting20 — Minutes of committee meeting21 — Notice of opposition to decision of committee meetingDivision 3 — Powers of committee22 — Giving effect to decisions of committee23 — Committee decisions are decisions of body corporate24 — Restriction on spending by committeePart 3 — Meetings of body corporateDivision 1 — Matters to be decided by body corporate25 — Body corporate may decide certain mattersDivision 2 — Annual general meetingsSubdivision 1 First annual general meeting26 — Calling first annual general meeting27 — Documents to be given by original owner28 — Matters to be decided at first annual general meetingSubdivision 2 Further annual general meetings29 — Annual general meetings30 — Agenda for annual general meetingDivision 3 — Calling general meetings31 — Calling general meeting other than the first annual general meeting32 — Notice of general meeting33 — Quorum at general meeting34 — Interim resolutions if no quorum present35 — Attendance by teleconferencing36 — Procedures for general meeting37 — Chairperson of general meetingDivision 4 — Voting at general meetingSubdivision 1 Voting generally38 — Voting by chairperson39 — Method of voting40 — Result of voting41 — PollsSubdivision 2 Alternative methods of voting42 — Appointment of proxy43 — Absentee vote on resolution without dissent or unanimous resolutionSubdivision 3 Right to vote44 — Voting by mortgagees45 — Tribunal may appoint person to vote46 — Voting by childrenPart 4 — Exclusive use by-laws47 — Costs relating to common propertyPart 5 — Financial and record managementDivision 1 — Annual contributions and other levies48 — Amount of annual contributions49 — Purpose of annual contributions50 — Levy for single item of expenditure51 — Levy for recurring expenditure52 — Interest on late payment53 — Recovery of amount owingDivision 2 — Body corporate assets54 — Mortgage or charge over body corporate assetDivision 3 — Records and notices55 — Financial records56 — Audit of accounting records57 — Other records of body corporate58 — Access to records59 — Notices required to be givenPart 6 — Administrative mattersDivision 1 — Seal of body corporate60 — The seal61 — When the seal may be used62 — Witnessing the use of the sealDivision 2 — Administration of scheme63 — Body corporate may engage or employ persons64 — Termination of engagement of body corporate manager65 — Functions of body corporate managerDivision 3 — Delegation of functions and powers66 — Delegation of body corporate functions and powers67 — Delegation of committee functions and powersDivision 4 — Approved forms68 — Power to approve formsSchedule 2 — Management module 2 – standard schemePart 1 — Preliminary matters1 — Definitions2 — Decisions of body corporate3 — Interim resolutionsPart 2 — Committee of body corporateDivision 1 — Constitution of committee4 — Constitution of committee before first annual general meeting5 — Number of committee members after first annual general meeting6 — Election of committee members7 — Chairperson and secretary8 — Term of office of committee member9 — Removal of committee member for breach of code10 — Acting committee memberDivision 2 — Committee meetings11 — How often committee meets12 — Calling committee meeting13 — Notice of committee meeting14 — Quorum at committee meeting15 — Interim resolutions if no quorum present16 — Attendance by teleconferencing17 — Procedures for committee meeting18 — Chairperson of committee meeting19 — Voting at committee meeting20 — Minutes of committee meeting21 — Notice of opposition to decision of committee meetingDivision 3 — Powers of committee22 — Giving effect to decisions of committee23 — Committee decisions are decisions of body corporate24 — Restriction on spending by committeePart 3 — Meetings of body corporateDivision 1 — Matters to be decided by body corporate25 — Body corporate may decide certain mattersDivision 2 — Annual general meetingsSubdivision 1 First annual general meeting26 — Calling first annual general meeting27 — Documents to be given by original owner28 — Matters to be decided at first annual general meetingSubdivision 2 Further annual general meetings29 — Annual general meetings30 — Agenda for annual general meetingDivision 3 — Calling general meetings31 — Calling general meeting other than the first annual general meeting32 — Notice of general meeting33 — Quorum at general meeting34 — Interim resolutions if no quorum present35 — Attendance by teleconferencing36 — Procedures for general meeting37 — Chairperson of general meetingDivision 4 — Voting at general meetingSubdivision 1 Voting generally38 — Voting by chairperson39 — Method of voting40 — Result of voting41 — PollsSubdivision 2 Alternative methods of voting42 — Appointment of proxy43 — Absentee vote on resolution without dissent or unanimous resolutionSubdivision 3 Right to vote44 — Voting by mortgagees45 — Tribunal may appoint person to vote46 — Voting by childrenPart 4 — Exclusive use by-laws47 — Costs relating to common propertyPart 5 — Financial and record managementDivision 1 — Annual contributions and other levies48 — Amount of annual contributions49 — Purpose of annual contributions50 — Levy for single item of expenditure51 — Levy for recurring expenditure52 — Interest on late payment53 — Recovery of amount owingDivision 2 — Body corporate assets54 — Mortgage or charge over body corporate assetDivision 3 — Records and notices55 — Financial records56 — Audit of accounting records57 — Other records of body corporate58 — Access to records59 — Notices required to be givenPart 6 — Administrative mattersDivision 1 — Seal of body corporate60 — The seal61 — When the seal may be used62 — Witnessing the use of the sealDivision 2 — Administration of scheme63 — Body corporate may engage or employ persons64 — Termination of engagement of body corporate manager65 — Functions of body corporate managerDivision 3 — Delegation of functions and powers66 — Delegation of body corporate functions and powers67 — Delegation of committee functions and powersDivision 4 — Approved forms68 — Committee may approve formsSchedule 3 — Management module 3 – small schemePart 1 — Preliminary matters1 — Definitions2 — Decisions of body corporate3 — Interim resolutionsPart 2 — Committee of body corporateDivision 1 — Preliminary matters4 — Application of PartDivision 2 — Constitution of committee5 — Number of committee members6 — Election of committee members7 — Chairperson and secretary8 — Term of office of committee member9 — Removal of committee member for breach of codeDivision 3 — Committee meetings10 — How often committee meets11 — Calling committee meeting12 — Notice of committee meeting13 — Quorum at committee meeting14 — Interim resolutions if no quorum15 — Attendance by teleconferencing16 — Procedures for committee meeting17 — Minutes of committee meeting18 — Committee decisions are decisions of body corporatePart 3 — Meetings of body corporateDivision 1 — Matters to be decided by body corporate19 — Body corporate may decide certain mattersDivision 2 — General meetings20 — Calling first annual general meeting21 — Documents to be given by original owner22 — Annual general meetings23 — Calling general meeting24 — Notice of general meeting25 — Quorum at general meeting26 — Interim resolutions if no quorum present27 — Attendance by teleconferencing28 — Procedures for general meeting29 — Chairperson and secretary of body corporate30 — Chairperson of general meetingDivision 3 — Voting at general meetingSubdivision 1 Voting generally31 — Voting by chairperson32 — Method of voting33 — Result of votingSubdivision 2 Alternative method of voting34 — Appointment of proxySubdivision 3 Right to vote35 — Voting by mortgagees36 — Tribunalmay appoint person to vote37 — Voting by childrenPart 4 — Exclusive use by-laws38 — Costs relating to common propertyPart 5 — Financial and record managementDivision 1 — Annual contributions and other levies39 — Amount of annual contributions40 — Purpose of annual contributions41 — Levy for single item of expenditure42 — Levy for recurring expenditure43 — Interest on late payment44 — Recovery of amount owingDivision 2 — Body corporate assets45 — Mortgage or charge over body corporate assetDivision 3 — Records and notices46 — Records of body corporate47 — Access to records48 — Notices required to be givenPart 6 — Administrative mattersDivision 1 — Seal of body corporate49 — The seal50 — When the seal may be used51 — Witnessing the use of the sealDivision 2 — Administration of scheme52 — Body corporate may engage or employ persons53 — Termination of engagement of body corporate manager54 — Functions of body corporate managerDivision 3 — Delegation of functions and powers55 — Delegation of body corporate functions and powers56 — Delegation of committee functions and powersENDNOTES NORTHERN TERRITORY OF AUSTRALIA

NORTHERN TERRITORY OF AUSTRALIA

As in force at 28 July 2016

UNIT TITLE SCHEMES (MANAGEMENT MODULES) REGULATIONS 2009

Regulations under the Unit Title Schemes Act 2009

1Citation

These Regulations may be cited as the Unit Title Schemes (Management Modules) Regulations 2009.

2Commencement

These Regulations commence on the commencement of section 94 of the Unit Title Schemes Act 2009.

3Definitions

In these Regulations:

small scheme means a basic scheme with less than 4 unit owners.

standard scheme means:

(a)
a basic scheme with at least 4 unit owners; or
(b)
a higher scheme.

4Scheme statement may specify management module

The scheme statement for a standard scheme may specify that management module 1, which is set out in Schedule 1, applies to the scheme.

5Management modules

(1)
The management module that applies to a standard scheme, for section 94 of the Act, is:
- (a)
  if the scheme statement specifies that management module 1 applies to the scheme – management module 1, which is set out in Schedule 1; or
- (b)
  otherwise – management module 2, which is set out in Schedule 2.
(2)
The management module that applies to a small scheme, for section 94 of the Act, is management module 3, which is set out in Schedule 3.
Note for regulation 5
The schemes supervisor may approve changes to the management module applying to a particular scheme under section 94(4)(b) of the Act.

6Change in management module

(1)
This regulation applies if the management module applying to a scheme changes because one of the following events happens:
- (a)
  the schemes supervisor approves a change to the management module under section 94(4)(b) of the Act;
- (b)
  the number of unit owners for the scheme changes;
- (c)
  the scheme becomes, or ceases to be, a higher scheme.
(2)
The management module applying to the scheme immediately before the event continues to apply to the scheme until 1 July immediately following the event.

7Offences

(1)
The original owner for a scheme must comply with a requirement under the management module applying to the scheme that the original owner give the body corporate, or the committee of the body corporate, particular documents at the first annual general meeting of the body corporate.
Fault element: The original owner intentionally fails to comply with the requirement.
Maximum penalty: 100 penalty units.
(2)
Each committee member commits an offence if the committee for a standard scheme fails to comply with a requirement under the management module applying to the scheme that the committee:
- (a)
  ensure particular records are kept for the body corporate; and
- (b)
  prepare a financial statement at the end of a financial year showing particular information.
Fault element: The committee member is reckless in relation to the failure to comply with the requirement.
Maximum penalty: 20 penalty units.

Schedule 1Management module 1 – standard scheme

regulation 5(1)(a)

Part 1Preliminary matters 1Definitions

In this management module:

acting committee member, see clause 10(1).

annual financial statement, see clause 55(1)(b).

annual general meeting, see clause 29.

authorised audit company, see section 9 of the Corporations Act 2001.

chairperson:

(a)
of a committee – means the person elected under clause 7(1)(a); or
(b)
of a body corporate – means the chairperson under clause 7(2).

committee meeting means a meeting of the committee of a body corporate.

company means:

(a)
a company as defined in section 9 of the Corporations Act 2001; or
(b)
an incorporated association as defined in section 4 of the Associations Act 2003; or
(c)
any other body corporate.

first annual general meeting means the meeting mentioned in clause 26.

general meeting means a meeting of a body corporate.

interim resolution, see clause 3.

notice of opposition, see clause 21(1).

restricted matter, for a body corporate, means a matter a decision on which, under the Act or clause 25 of this management module, may be made only by the body corporate.

secretary:

(a)
of a committee – means the person elected under clause 7(1)(b); or
(b)
of a body corporate – means the secretary under clause 7(2).

special levy means a levy charged under clause 50 or 51.

teleconferencing includes the use of telephone, computer or video equipment.

2Decisions of body corporate

(1)
A decision of a body corporate must be made:
- (a)
  at a general meeting of the body corporate; or
- (b)
  in accordance with the process set out in clause 34.
(2)
Unless otherwise specified in this management module, a motion is passed at a general meeting if it is passed by an ordinary resolution.

3Interim resolutions

(1)
An interim resolution is a resolution of a committee or body corporate made at a meeting without a quorum.
(2)
An interim resolution does not have effect until it becomes a resolution in accordance with the process set out:
- (a)
  for an interim resolution of a committee – in clause 15; or
- (b)
  for an interim resolution of a body corporate – in clause 34.
Part 2Committee of body corporate

Division 1Constitution of committee 4Constitution of committee before first annual general meeting

(1)
Until the first annual general meeting of a body corporate, the committee of the body corporate consists of the members of the body corporate, who are taken to be elected committee members.
(2)
If a member of the body corporate is a company, the member must appoint an individual to be a committee member in place of the member.
(3)
The committee must not exercise a power or perform a function of the body corporate unless authorised to do so by a resolution without dissent of the body corporate recorded in accordance with clause 57.
(4)
Each committee member vacates office immediately before the election of committee members at the first annual general meeting.

5Number of committee members after first annual general meeting

(1)
The body corporate must, at its first annual general meeting:
- (a)
  decide the number of members who will constitute the committee; and
- (b)
  elect the committee members.
(2)
The number of committee members must be:
- (a)
  at least 2; and
- (b)
  unless decided by a special resolution – not more than 7.
(3)
The body corporate may, by a special resolution at a later annual general meeting, vary the number.
(4)
However, the committee consists of all the members of the body corporate if:
- (a)
  there are not more than 3 members of the body corporate; or
- (b)
  the number of members of the body corporate is equal to or less than the number decided to be the number of committee members.
(5)
If subclause (4) applies:
- (a)
  the committee members are taken to be elected committee members; and
- (b)
  if a member of the body corporate is a company – the member must appoint an individual to be a committee member in place of the member.
6Election of committee members
(1)
The body corporate must elect the committee members at each annual general meeting.
(2)
If a member of the body corporate is a company, the member may appoint an individual to stand for election on behalf of the member.
Note for clause 6
Under section 74(3) of the Act, a committee member must be:
- (a)
  a unit owner that is an individual; or
- (b)
  an individual appointed by a unit owner that is a body corporate.
7Chairperson and secretary
(1)
At the first committee meeting after the annual general meeting, the committee must elect:
- (a)
  the chairperson of the committee; and
- (b)
  the secretary of the committee.
(2)
The chairperson and secretary of the committee are also the chairperson and secretary of the body corporate.
(3)
The chairperson and secretary hold office for the term and on the conditions decided by the body corporate.

8Term of office of committee member

(1)
The term of office of a committee member expires immediately before the election of the committee members at the next annual general meeting after the member’s election.
(2)
A committee member leaves office before the member’s term expires:
- (a)
  for a committee member who is a unit owner that is an individual – if the committee member stops being a unit owner; or
- (b)
  for a committee member who is an appointee of a unit owner that is a company – if the unit owner:
  - (i)
    stops being a unit owner; or
  - (ii)
    gives the body corporate written notice that the unit owner has terminated the appointment of the committee member; or
- (c)
  if the committee member resigns from office by written notice to the body corporate; or
- (d)
  if the body corporate removes the committee member from office under clause 9.
(3)
If a committee member leaves office before the committee member’s term expires, the committee must appoint another member of the body corporate, who is a person mentioned in section 74(3) of the Act, to be a committee member for the unexpired part of the term.
(4)
However, if the committee consists of all the members of the body corporate because of clause 5(4):
- (a)
  subclauses (2)(c) and (3) do not apply; and
- (b)
  if the body corporate removes a committee member from office under clause 9, the committee continues to exist without the member.
9Removal of committee member for breach of code
(1)
If the body corporate believes a committee member has breached the code of conduct, the body corporate may decide to give the committee member a written notice stating the following:
- (a)
  the body corporate believes the committee member has breached a stated provision of the code of conduct and the basis for that belief;
- (b)
  the committee member may give the body corporate, within 21 working days after the committee member receives the notice, a written response to the notice;
- (c)
  the body corporate will consider a motion to remove the committee member from office for the breach at the next general meeting of the body corporate called after the period mentioned in paragraph (b) ends.
(2)
The body corporate must:
- (a)
  include on the agenda of the next general meeting of the body corporate, called after the period mentioned in subclause (1)(b) ends, a motion to remove the committee member from office for breaching the code of conduct; and
- (b)
  attach to the agenda a copy of the notice given to the committee member.
(3)
The body corporate may decide to remove the committee member from office at the next general meeting mentioned in subclause (2)(a).
(4)
In this clause:
code of conduct means the code of conduct that applies to a committee member under section 77 of the Act.

10Acting committee

(1)
A committee member may, with the consent of the committee, appoint a person (an acting committee member) to act in the committee member’s place at a committee meeting.
(2)
The acting committee member must be a person mentioned in section 74(3) of the Act.
(3)
If the acting committee member is also a committee member, the acting committee member may vote at the meeting separately:
- (a)
  as a committee member; and
- (b)
  on behalf of the member who has appointed the acting committee member.
Division 2Committee meetings

11How often committee meets

The committee may decide how often it meets.

12Calling committee meeting

A committee meeting may be called by:

(a)
the chairperson of the committee; or
(b)
the secretary of the committee; or
(c)
an ordinary resolution of the committee.

13Notice of committee meeting

(1)
The secretary of the committee must give written notice of the committee meeting to each committee member at least 5 working days before the date of the meeting.
(2)
The notice must:
- (a)
  specify the date, time and place of the meeting; and
- (b)
  include the agenda for the meeting.
14Quorum at committee meeting
(1)
A quorum for the committee meeting exists if at least 50% of the committee members are present at the meeting.
(2)
For deciding whether or not a quorum is present, an acting committee member is taken to be a committee member.

15Interim resolution if no quorum present

(1)
If there is no quorum present at the meeting:
- (a)
  the meeting may take place but all resolutions made at the meeting are interim resolutions; and
- (b)
  the secretary of the committee must give the following to each committee member within 14 working days after the meeting:
  - (i)
    details of each interim resolution made at the meeting;
  - (ii)
    the minutes of the meeting;
  - (iii)
    a notice setting out the effect of subclauses (2) to (4);
  - (iv)
    a voting paper for each interim resolution.
(2)
If an interim resolution is made at the meeting, a committee member may, within 14 working days after receiving the documents mentioned in subclause (1)(b), vote on the resolution by recording a vote on the voting paper and sending it to the secretary of the committee.
(3)
The interim resolution becomes a resolution if:
- (a)
  at least 50% of the committee members vote on it under subclause (2); and
- (b)
  the votes counted in favour of confirming the interim resolution are more than the votes counted against confirming it.
(4)
If less than 50% of the committee members vote on the interim resolution under subclause (2), it must be voted on at the next committee meeting at which a quorum is present.
(5)
An interim resolution may only be made under this clause on a motion that may be passed by an ordinary resolution.

16Attendance by teleconferencing

(1)
A committee member may attend and participate in the committee meeting by teleconferencing.
(2)
The secretary of the committee must arrange teleconferencing facilities if requested to do so by the committee member.
(3)
It the committee member attends the meeting by teleconferencing, the committee member is taken to be present at the meeting.

17Procedures for committee meeting

Except as otherwise provided in the Act and this Division, the committee may decide the procedures for the committee meeting.

18Chairperson of committee meeting

(1)
The chairperson of the committee is the chairperson of the committee meeting.
(2)
If the chairperson is unable to act as chairperson of the meeting, the committee members must elect a committee member present at the meeting to be chairperson.

19Voting at committee meeting

(1)
The chairperson of the committee meeting has the right to vote as a committee member.
(2)
If the voting on a motion that may be passed by an ordinary resolution is equal, the chairperson of the meeting may cast the deciding vote in addition to a vote cast under subclause (1).

20Minutes of committee meeting

(1)
The secretary of the committee must keep minutes of each committee meeting.
(2)
The following matters must be recorded in the minutes:
- (a)
  the date, time and place of the meeting;
- (b)
  the names of the committee members present at the meeting;
- (c)
  the names of the committee members voting at the meeting;
- (d)
  all resolutions of the committee made at the meeting;
- (e)
  the voting on all resolutions of the committee at the meeting.
(3)
The secretary must give a copy of the minutes to each member of the body corporate and each other person with a right to vote at a general meeting of the body corporate within 21 working days after the meeting.

21Notice of opposition to decision of committee meeting

(1)
One or more persons, who together have the right to vote in relation to at least 50% of the total interest entitlements of the scheme, may give a notice opposing a decision of the committee (a notice of opposition) to the secretary or the chairperson of the committee.
(2)
The notice must be given within 7 working days after the secretary gives a copy of the minutes containing the decision under clause 20(3).
(3)
The body corporate must consider the notice of opposition at the next general meeting and either approve or disapprove the decision of the committee.

Division 3Powers of committee 22Giving effect to decisions of committee

The committee may give effect to a decision of the committee only if:

(a)
the time for giving a notice of opposition to the decision under clause 21 ends without a notice of opposition being given; or
(b)
the decision is necessary to deal with an emergency; or
(c)
the decision is approved by the body corporate.

23Committee decisions are decisions of body corporate

(1)
A decision of the committee on a matter is taken to be a decision of the body corporate unless:
- (a)
  the matter is a restricted matter; or
- (b)
  the committee cannot give effect to the decision under clause 22.
(2)
If subclause (1)(a) or (b) applies, the committee’s decision has no effect.

24Restriction on spending by committee

(1)
The body corporate may decide a maximum amount of expenditure that the committee may undertake for repairs or improvements to the common property of the scheme.
(2)
The committee must not undertake expenditure above the amount unless authorised by the body corporate.

Part 3Meetings of body corporateDivision 1Matters to be decided by body corporate 25Body corporate may decide certain matters

Except as otherwise provided by the Act, the body corporate may decide that a matter concerning the scheme may be decided only by the body corporate.

Division 2Annual general meetingsSubdivision 1First annual general meeting26Calling first annual general meeting

Within 3 months after the registration of a scheme statement, the original owner for the scheme must call the firstannual general meeting of the body corporate for the scheme.

27Documents to be given by original owner

(1)
At the first annual general meeting of the body corporate, the original owner for the scheme must give the committee the following:
- (a)
  the proposed budget for the first financial year for the body corporate;
- (b)
  a list of all body corporate assets and liabilities;
- (c)
  the name and contact address of each unit owner;
- (d)
  if a body corporate manager has been engaged – the name and business address of the body corporate manager;
- (e)
  a copy of the scheme statement;
- (f)
  the accounting records kept by the original owner for the body corporate;
- (g)
  documents evidencing each contract, lease and licence binding or benefiting the body corporate;
- (h)
  each certificate of insurance in force for the scheme;
- (i)
  documents evidencing each warranty or guarantee given on any matter for which the body corporate is responsible;
- (j)
  the seal of the body corporate;
- (k)
  the certificate of title for the common property of the scheme;
- (l)
  a copy of this management module.
(2)
However, the original owner is not required to give the certificate of title for the common property if it is not in the possession or under the control of the original owner.
Note for clause 27
Under regulation 7(1), it is an offence for the original owner to fail to comply with this clause.

28Matters to be decided at first annual general meeting

The body corporate must, at the first annual general meeting, decide the following:

(a)
whether any insurance policies in force for the scheme should be retained, varied or extended;
(b)
the annual contributions payable by the unit owners to the body corporate;
(c)
whether the proposed budget should be amended;
(d)
under clause 25, which matters may be decided only by the body corporate;
(e)
whether any matters mentioned in paragraph (d) must be decided by a special resolution, a resolution without dissent or a unanimous resolution.

Subdivision 2Further annual general meetings29Annual general meetings

After the first annual general meeting, the body corporate must hold a general meeting (the annual general meeting):

(a)
at least once every calendar year; and
(b)
within 15 months after the last annual general meeting.

30Agenda for annual general meeting

The following matters must be on the agenda for an annual general meeting:

(a)
election of committee members;
(b)
consideration of the engagement of a body corporate manager;
(c)
consideration of the annual financial statement;
(d)
approval of a budget for the next financial year;
(e)
review of existing delegations and consideration of proposed delegations.

Division 3Calling general meetings 31Calling general meeting other than the first annual general meeting

A general meeting of the body corporate, other than the first annual general meeting, may be called by:

(a)
the chairperson of the body corporate; or
(b)
the secretary of the body corporate; or
(c)
the body corporate manager; or
(d)
a person with a right to vote at the meeting nominated by persons who together have the right to vote in relation to at least 25% of the total interest entitlements of the scheme.

32Notice of general meeting

(1)
The person calling the general meeting must give written notice of the meeting to each person who has the right to vote at the meeting at least:
- (a)
  14 working days before the date of the meeting; or
- (b)
  21 working days before the date of the meeting if:
  - (i)
    a resolution without dissent or a unanimous resolution is proposed to be moved at the meeting; or
  - (ii)
    a resolution to terminate the scheme is proposed to be moved at the meeting.
(2)
The notice must:
- (a)
  specify the date, time and place of the meeting; and
- (b)
  include the agenda for the meeting; and
- (c)
  if the meeting is the annual general meeting – include the annual financial statement for the previous financial year and the proposed budget for the next financial year for the body corporate; and
- (d)
  include the text of any special resolution, resolution without dissent or unanimous resolution to be moved at the meeting; and
- (e)
  if a resolution to authorise expenditure for repairs or improvements above the amount mentioned in clause 24(1) will be moved – include 2 quotations for the cost of the repairs or improvements.
(3)
The proceedings at the meeting are not invalidated only because notice of the meeting is not given in accordance with this clause.
(4)
However, the meeting must be adjourned to a later date decided by the persons present who have the right to vote at the meeting if:
- (a)
  notice of the meeting is given to a person who has the right to vote at the meeting after the last day for giving notice under subclause (1); and
- (b)
  the person requests an adjournment:
  - (i)
    before the meeting, in writing to the secretary of the body corporate; or
  - (ii)
    at the meeting.
  33Quorum at general meeting
A quorum for the general meeting exists if persons who together have the right to vote in relation to at least 50% of the total interest entitlements of the scheme are present at the meeting.

34Interim resolutions if no quorum present

(1)
If there is no quorum present at the general meeting:
- (a)
  the meeting may take place but all resolutions made at the meeting are interim resolutions; and
- (b)
  the secretary of the body corporate must give the following to each person with a right to vote at the meeting within 14 working days after the meeting:
  - (i)
    details of each interim resolution made at the meeting;
  - (ii)
    the minutes of the meeting;
  - (iii)
    a notice setting out the effect of subclauses (2) and (3).
(2)
If an interim resolution is made at the meeting, a person may, in accordance with clauses 31 and 32, call a further general meeting within 29 working days after the date of the interim resolution.
(3)
An interim resolution becomes a resolution of the body corporate:
- (a)
  if notice of a further general meeting is given and the meeting is held within 28 working days after the notice is given – if the resolution is confirmed at the meeting; or
- (b)
  if notice of a further general meeting is given and the meeting is not held within 28 working days after the notice is given – at the end of that 28 working day period; or
- (c)
  otherwise – 29 working days after the date of the interim resolution.
(4)
An interim resolution may only be made under this clause on a motion that may be passed by an ordinary resolution.

35Attendance by teleconferencing

(1)
A person who has the right to vote at a general meeting may attend and participate in the meeting by teleconferencing.
(2)
The secretary of the body corporate must arrange teleconferencing facilities if requested to do so by the person.
(3)
A person who attends a meeting by teleconferencing is taken to be present at the meeting.

36Procedures for general meeting

Except as otherwise provided in the Act and this Division, the body corporate may decide the procedures for the general meeting.

37Chairperson of general meeting

(1)
The chairperson of the committee is the chairperson of the general meeting.
(2)
If the chairperson is unable to act as chairperson of the meeting, the persons present who have the right to vote at the meeting must elect to be chairperson for the meeting a person present at the meeting who:
- (a)
  has the right to vote at the meeting; or
- (b)
  is the body corporate manager.
Division 4Voting at general meeting

Subdivision 1Voting generally38Voting by chairperson

If the chairperson of a general meeting would otherwise have the right to vote at the meeting:

(a)
the chairperson has the right to vote at the meeting; and
(b)
if the voting on a motion that must be passed by an ordinary resolution is equal, the chairperson may cast the deciding vote in addition to a vote cast under paragraph (a).

39Method of voting

Voting at a general meeting must be by:

(a)
written vote:
- (i)
  if a poll is taken; or
- (ii)
  if a person casts an absentee vote on a motion that must be passed by a resolution without dissent or a unanimous resolution; or
- (iii)
  on a motion to terminate the scheme; or
(b)
otherwise – show of hands.

40Result of voting

Following a vote on a motion at a general meeting, the chairperson of the meeting must either:

(a)
declare the result; or
(b)
if the chairperson is unable to declare the result based on a vote by show of hands – call a poll.

41Polls

(1)
A poll must be taken for a motion (including a motion that must be passed by a special resolution, a resolution without dissent or a unanimous resolution) if:
- (a)
  a person present at the meeting with a right to vote on the motion calls a poll; or
- (b)
  the chairperson calls a poll under clause 40(b).
(2)
If 2 or more persons have the right to exercise 1 vote jointly, one of the persons may call a poll under subclause (1)(a).
(3)
A call for a poll under subclause (1)(a) may be withdrawn.

(4) The result of the poll determines whether or not the motion for which the poll was taken has been carried.

(5)
The chairperson must declare the result as soon as it is determined.

Subdivision 2Alternative methods of voting42Appointment of proxy

(1)
A person with a right to vote at a general meeting may appoint a proxy to vote on the person’s behalf at the meeting.
(2)
If 2 or more persons have the right to exercise 1 vote jointly, the persons may jointly appoint a proxy to exercise the right.
(3)
The appointment of a proxy must:
- (a)
  be in writing in the form approved by the committee; and
- (b)
  include the period of appointment; and
- (c)
  if 2 or more persons are jointly appointing a proxy under subclause (2) – be signed by each of the persons.
43Absentee vote on resolution
(1)
If a resolution without dissent or a unanimous resolution is proposed to be moved at a general meeting:
- (a)
  the person giving notice of the meeting must give each person who has the right to vote on the motion an absentee voting paper with the notice; and
- (b)
  a person who has the right to vote on the motion may cast an absentee vote by recording the vote on the voting paper and giving it to the body corporate before the meeting.
(2)
The person must give the voting paper to the body corporate by:
- (a)
  placing it in the letterbox mentioned in section 83(1) of the Act at least 24 hours before the meeting; or
- (b)
  giving it to the secretary of the body corporate before the meeting.
(3)
A person who casts an absentee vote is, except for deciding whether a quorum is present at the meeting, taken to be present at the meeting and to have exercised the person’s right to vote on the motion.

Subdivision 3Right to vote44Voting by mortgagees

(1)
If a unit owner’s interest in a unit is subject to a mortgage, the mortgagee may give the body corporate written notice that:
- (a)
  the unit is subject to the mortgage; and
- (b)
  the mortgagee proposes to exercise voting rights under this clause.
(2)
If the mortgagee gives the notice:
- (a)
  the member does not have a right to vote in relation to the unit; and
- (b)
  the mortgagee has the right to vote in relation to the unit.
(3)
If the mortgage is discharged, the mortgagee’s right to vote ends.
(4)
If 2 or more persons are mortgagees of a unit as joint tenants or tenants in common:
- (a)
  the right to give notice under subclause (1) may be exercised only by the mortgagees jointly; and
- (b)
  the right to vote may be exercised only by the mortgagees jointly.
(5)
If a unit is held by 2 or more members as tenants in common and one of the members has mortgaged the member’s interest in the unit:
- (a)
  the mortgagee may give notice to the body corporate under subclause (1); and
- (b)
  this clause applies to the mortgagee in relation to the right to vote that the mortgagor may otherwise exercise.
(6)
In this clause:
mortgagee, if there are 2 or more mortgages, means the mortgagee under the mortgage entitled to priority over the other mortgage or mortgages.

45Tribunal may appoint person to vote

(1)
This clause applies if, for a motion that must be passed by a resolution without dissent or a unanimous resolution:
- (a)
  a person who has the right to vote on the motion in relation to a unit:
  - (i)
    is unavailable to vote on the motion; and
  - (ii)
    has not appointed a proxy to vote on the person’s behalf; or
- (b)
  the body corporate does not know who has the right to vote in relation to a unit.
(2)
The Tribunal may:
- (a)
  order that the person’s right to vote may be dispensed with for the motion or permanently; or
- (b)
  appoint another person to exercise the right to vote on the motion.
(3)
The body corporate or a person who has the right to vote on the motion may apply for an order under this clause.

46Voting by children

If a member of the body corporate is under 18 years of age:

(a)
the member cannot exercise the member’s right to vote; but
(b)
that right may be exercised by the member’s parent or guardian.

Part 4Exclusive use by-laws 47Costs relating to common property

If special rights about common property or a body corporate asset are allocated to a unit under an exclusive use by-law, the unit owner is not liable to pay maintenance and operating costs relating to the common property or asset unless the by-law specifically provides that the owner is liable.

Part 5Financial and record managementDivision 1Annual contributions and other levies 48Amount of annual contributions

The body corporate may, from time to time, decide:

(a)
the amount of annual contributions payable by the unit owners to the body corporate; and
(b)
how the contributions must be paid.

Note for clause 48

Under section 39(3) of the Act, the contribution entitlement of a unit divided by the total contribution entitlements of all the units is the ratio representing the unit owner’s share of annual contributions.

49Purpose of annual contributions

Annual contributions paid by unit owners to the body corporate must be used to fund the following:

(a)
the administration of the body corporate;
(b)
maintenance and repairs of the common property of the scheme;
(c)
the insurance policies the body corporate is required to maintain under the Act;
(d)
other costs reasonably incurred by the body corporate in performing its functions under the Act.

50Levy for single item of expenditure

(1)
The body corporate may, by a special resolution, decide to charge unit owners a levy to fund a single item of expenditure.
(2)
The following matters must also be decided by a special resolution:
- (a)
  the amount of the levy;
- (b)
  how the levy must be paid.
(3)
The ratio representing a unit owner’s share of the levy is the same as the ratio (mentioned in section 39(3) of the Act) representing the unit owner’s share of annual contributions.

51Levy for recurring expenditure

(1)
The body corporate may, by a unanimous resolution, decide to charge unit owners a levy to fund a recurring class of expenditure.
(2)
The following matters must also be decided by a unanimous resolution:
- (a)
  the amount of the levy, or the method for calculating the amount;
- (b)
  how the levy must be paid;
- (c)
  each unit owner’s share of the levy, or the method for calculating each owner’s share.
52Interest on late payment
(1)
The body corporate may charge interest for the late payment of contributions and special levies.
(2)
The interest rate is:
- (a)
  an amount, decided by the body corporate, not more than the rate fixed from time to time for section 85 of the Supreme Court Act 1979; or
- (b)
  if the body corporate does not decide an amount – the rate fixed from time to time for section 85 of the Supreme Court Act 1979.
(3)
The body corporate may decide to waive the interest in a particular case.

53Recovery of amount owing

An amount owing to the body corporate by a unit owner under this Division is a debt due and payable to the body corporate.

Division 2Body corporate assets 54Mortgage or charge over body corporate asset

The body corporate may, by a resolution without dissent, mortgage or create a charge over a body corporate asset to raise funds to be used for the performance of the functions of the body corporate.

Division 3Records and notices 55Financial records

(1)
The committee must:
- (a)
  ensure proper accounting records are kept for the body corporate; and
- (b)
  prepare a statement (the annual financial statement) at the end of each financial year showing:
  - (i)
    all income and expenditure of the body corporate for the year; and
  - (ii)
    all assets and liabilities of the body corporate on the last day of the year, including details of any mortgage or charge over an asset.
(2)
The committee must present the annual financial statement at the next annual general meeting held after the end of the financial year for which the statement was prepared.
(3)
The committee must ensure each accounting record and annual financial statement is kept for at least 7 years after the date it is created.
Note for clause 55
Under regulation 7(2), each committee member commits an offence if the committee does not comply with subclause (1) or (3).

56Audit of accounting records

(1)
The body corporate may decide at an annual general meeting that the accounting records of the body corporate for the last financial year must be audited by:
- (a)
  a person who is a registered company auditor, under the Corporations Act 2001, or a firm whose members include a registered company auditor; or
- (b)
  an authorised audit company; or
- (c)
  a person who is a member of CPA Australia, the Institute of Public Accountants or the Institute of Chartered Accountants in Australia; or
- (d)
  another person approved by the Minister as an auditor for this clause.
(2)
A person must not audit the accounting records if the person has a direct or indirect personal or financial interest in the body corporate.
(3)
The auditor must give a written report of the audit to the body corporate.

57Other records of body corporate

(1)
The committee must ensure the following records are kept for the body corporate:
- (a)
  the full name and address of each member of the body corporate;
- (b)
  minutes of general meetings;
- (c)
  copies of resolutions made at general meetings;
- (d)
  records of the results of voting (including by poll) on motions;
- (e)
  copies of notices given by the body corporate;
- (f)
  copies of appointments of proxies;
- (g)
  used voting papers;
- (h)
  correspondence sent or received by the body corporate;
- (i)
  insurance policies maintained by the body corporate;
- (j)
  contracts and agreements entered into by the body corporate;
- (k)
  leases and licences entered into by the body corporate.
(2)
The committee must ensure each record is kept for at least 7 years after the date it is created.
Note for clause 57
Under regulation 7(2), each committee member commits an offence if the committee does not comply with this clause.

58Access to records

(1)
An application to access a record kept by the committee or specified information contained in the record must:
- (a)
  be in the form approved by the committee; and
- (b)
  contain adequate details for the committee to identify the record or information; and
- (c)
  be accompanied by:
  - (i)
    a fee of $30; or
  - (ii)
    an application, in the form approved by the committee, to waive the fee.
(2)
The body corporate may waive the fee on receipt of an application to do so.

59Notices required to be given

If an event specified in the Table, column 1, happens in relation to the scheme, the person specified opposite in column 2 must give written notice of the event to the body corporate within 28 working days after the event.

Table

Column 1 Event	Column 2 Person to give notice
Transfer of unit ownership	Unit owner immediately after transfer
Change of unit owner’s address or contact details	Unit owner
Registration of lease over unit for term of over 6 months	Unit owner
Mortgagee enters into possession of unit that is subject to registered mortgage	Mortgagee

Part 6Administrative mattersDivision 1Seal of body corporate 60The seal

(1)
The seal of the body corporate must include the name of the body corporate.
(2)
The body corporate may decide how the seal must be kept.

61When the seal may be used

The seal must not be used except for a purpose authorised by the body corporate.

62Witnessing the use of the seal

(1)
The use of the seal on a document must be witnessed by at least 2 members of the body corporate.
(2)
However, if there is only 1 member of the body corporate, the use of the seal must be witnessed by the member.
(3)
If a member is a company, a director of the company may witness the use of the seal on behalf of the company.
(4)
Each person who witnesses the use of the seal must record next to the seal that he or she has witnessed the use of the seal by:
- (a)
  signing his or her name; and
- (b)
  printing his or her name and address; and
- (c)
  stating that he or she is a member of the body corporate or a director of a company that is a member of the body corporate.
Division 2Administration of scheme

63Body corporate may engage or employ persons

The body corporate may engage or employ a person to assist it in exercising its powers and performing its functions.

64Termination of engagement of body corporate manager

If the document engaging a body corporate manager does not specify how the engagement may be terminated, the body corporate may terminate the engagement by giving 3 months written notice to the body corporate manager.

65Functions of body corporate manager

The body corporate manager has the functions and powers of the body corporate or committee delegated to the manager.

Note for clause 65

Chapter 3, Part 3.4 of the Act provides for the engagement of a body corporate manager.

Division 3Delegation of functions and powers 66Delegation of body corporate functions and powers

(1)
A delegation of the functions and powers of the body corporate must be:
- (a)
  authorised by an ordinary resolution of the body corporate; and
- (b)
  evidenced in a document affixed with the seal of the body corporate.
(2)
A copy of the document evidencing the delegation must be given to the delegate.
(3)
The delegation may be revoked in the same way it is made.

67Delegation of committee functions and powers

The committee may, in writing, delegate any of its functions or powers under this management module to:

(a)
a committee member; or
(b)
a member of the body corporate; or
(c)
the body corporate manager.

Division 4Approved forms 68Power to approve forms

(1)
The committee may approve forms for use under this management module (other than Part 7).
(2)
The schemes supervisor may approve forms for use under Part 7 of this management module.

Schedule 2Management module 2 – standard scheme

regulation 5(1)(b)

Part 1Preliminary matters 1Definitions

In this management module:

acting committee member, see clause 10(1).

annual financial statement, see clause 55(1)(b).

annual general meeting, see clause 29.

authorised audit company, see section 9 of the Corporations Act 2001.

chairperson:

(a)
of a committee – means the person elected under clause 7(1)(a); or
(b)
of a body corporate – means the chairperson under clause 7(2).

committee meeting means a meeting of the committee of a body corporate.

company means:

(a)
a company as defined in section 9 of the Corporations Act 2001; or
(b)
an incorporated association as defined in section 4 of the Associations Act 2003; or
(c)
any other body corporate.

first annual general meeting means the meeting mentioned in clause 26.

general meeting means a meeting of a body corporate.

interim resolution, see clause 3.

notice of opposition, see clause 21(1).

restricted matter, for a body corporate, means a matter a decision on which, under the Act or clause 25 of this management module, may be made only by the body corporate.

secretary:

(a)
of a committee – means the person elected under clause 7(1)(b); or
(b)
of a body corporate – means the secretary under clause 7(2).

special levy means a levy charged under clause 50 or 51.

teleconferencing includes the use of telephone, computer or video equipment.

2Decisions of body corporate

(1)
A decision of a body corporate must be made:
- (a)
  at a general meeting of the body corporate; or
- (b)
  in accordance with the process set out in clause 34.
(2)
Unless otherwise specified in this management module, a motion is passed at a general meeting if it is passed by an ordinary resolution.

3Interim resolutions

(1)
An interim resolution is a resolution of a committee or body corporate made at a meeting without a quorum.
(2)
An interim resolution does not have effect until it becomes a resolution in accordance with the process set out:
- (a)
  for an interim resolution of a committee – in clause 15; or
- (b)
  for an interim resolution of a body corporate – in clause 34.
Part 2Committee of body corporate

Division 1Constitution of committee 4Constitution of committee before first annual general meeting

(1)
Until the first annual general meeting of a body corporate, the committee of the body corporate consists of the members of the body corporate, who are taken to be elected committee members.
(2)
If a member of the body corporate is a company, the member must appoint an individual to be a committee member in place of the member.
(3)
The committee must not exercise a power or perform a function of the body corporate unless authorised to do so by a resolution without dissent of the body corporate recorded in accordance with clause 57.
(4)
Each committee member vacates office immediately before the election of committee members at the first annual general meeting.

5Number of committee members after first annual general meeting

(1)
The body corporate must, at its first annual general meeting:
- (a)
  decide the number of members who will constitute the committee; and
- (b)
  elect the committee members.
(2)
The number of committee members must be:
- (a)
  at least 2; and
- (b)
  unless decided by a special resolution – not more than 7.
(3)
The body corporate may, by a special resolution at a later annual general meeting, vary the number.
(4)
The committee consists of all the members of the body corporate if:
- (a)
  there are not more than 3 members of the body corporate; or
- (b)
  the number of members of the body corporate is equal to or less than the number decided to be the number of committee members.
(5)
If subclause (4) applies:
- (a)
  the committee members are taken to be elected committee members; and
- (b)
  if a member of the body corporate is a company – the member must appoint an individual to be a committee member in place of the member.
6Election of committee members
(1)
The body corporate must elect the committee members at each annual general meeting.
(2)
If a member of the body corporate is a company, the member may appoint an individual to stand for election on behalf of the member.
Note for clause 6
Under section 74(3) of the Act, a committee member must be:
- (a)
  a unit owner that is an individual; or
- (b)
  an individual appointed by a unit owner that is a body corporate.
7Chairperson and secretary
(1)
At the first committee meeting after the annual general meeting, the committee must elect:
- (a)
  the chairperson of the committee; and
- (b)
  the secretary of the committee.
(2)
The chairperson and secretary of the committee are also the chairperson and secretary of the body corporate.
(3)
The chairperson and secretary hold office for the term and on the conditions decided by the body corporate.

8Term of office of committee member

(1)
The term of office of a committee member expires immediately before the election of the committee members at the next annual general meeting after the member’s election.
(2)
A committee member leaves office before the member’s term expires:
- (a)
  for a committee member who is a unit owner that is an individual – if the committee member stops being a unit owner; or
- (b)
  for a committee member who is an appointee of a unit owner that is a company – if the unit owner:
  - (i)
    stops being a unit owner; or
  - (ii)
    gives the body corporate written notice that the unit owner has terminated the appointment of the committee member; or
- (c)
  if the committee member resigns from office by written notice to the body corporate; or
- (d)
  if the body corporate removes the committee member from office under clause 9.
(3)
If a committee member leaves office before the committee member’s term expires, the committee must appoint another member of the body corporate, who is a person mentioned in section 74(3) of the Act, to be a committee member for the unexpired part of the term.
(4)
However, if the committee consists of all the members of the body corporate because of clause 5(4):
- (a)
  subclauses (2)(c) and (3) do not apply; and
- (b)
  if the body corporate removes a committee member from office under clause 9, the committee continues to exist without the member.
9Removal of committee member for breach of code
(1)
If the body corporate believes a committee member has breached the code of conduct, the body corporate may decide to give the committee member a written notice stating the following:
- (a)
  the body corporate believes the committee member has breached a stated provision of the code of conduct and the basis for that belief;
- (b)
  the committee member may give the body corporate, within 21 working days after the committee member receives the notice, a written response to the notice;
- (c)
  the body corporate will consider a motion to remove the committee member from office for the breach at the next general meeting of the body corporate called after the period mentioned in paragraph (b) ends.
(2)
The body corporate must:
- (a)
  include on the agenda of the next general meeting of the body corporate, called after the period mentioned in subclause (1)(b) ends, a motion to remove the committee member from office for breaching the code of conduct; and
- (b)
  attach to the agenda a copy of the notice given to the committee member.
(3)
The body corporate may decide to remove the committee member from office at the next general meeting mentioned in subclause (2)(a).
(4)
In this clause:
code of conduct means the code of conduct that applies to a committee member under section 77 of the Act.

10Acting committee member

(1)
A committee member may, with the consent of the committee, appoint a person (an acting committee member) to act in the committee member’s place at a committee meeting.
(2)
The acting committee member must be a person mentioned in section 74(3) of the Act.
(3)
If the acting committee member is also a committee member, the acting committee member may vote at the meeting separately:
- (a)
  as a committee member; and
- (b)
  on behalf of the member who has appointed the acting committee member.
Division 2Committee meetings

11How often committee meets

The committee may decide how often it meets.

12Calling committee meeting

A committee meeting may be called by:

(a)
the chairperson of the committee; or
(b)
the secretary of the committee; or
(c)
an ordinary resolution of the committee.

13Notice of committee meeting

(1)
The secretary of the committee must give written notice of the committee meeting to each committee member at least 5 working days before the date of the meeting.
(2)
The notice must:
- (a)
  specify the date, time and place of the meeting; and
- (b)
  include the agenda for the meeting.
14Quorum at committee meeting
(1)
A quorum for the committee meeting exists if at least 50% of the committee members are present at the meeting.
(2)
For deciding whether or not a quorum is present, an acting committee member is taken to be a committee member.

15Interim resolutions if no quorum present

(1)
If there is no quorum present at the meeting:
- (a)
  the meeting may take place but all resolutions made at the meeting are interim resolutions; and
- (b)
  the secretary of the committee must give the following to each committee member within 14 working days after the meeting:
  - (i)
    details of each interim resolution made at the meeting;
  - (ii)
    the minutes of the meeting;
  - (iii)
    a notice setting out the effect of subclauses (2) to (4);
  - (iv)
    a voting paper for each interim resolution.
(2)
If an interim resolution is made at the meeting, a committee member may, within 14 working days after receiving the documents mentioned in subclause (1)(b), vote on the resolution by recording a vote on the voting paper and sending it to the secretary of the committee.
(3)
The interim resolution becomes a resolution if:
- (a)
  at least 50% of the committee members vote on it under subclause (2); and
- (b)
  the votes counted in favour of confirming the interim resolution is more than the votes counted against confirming it.
(4)
If less than 50% of the committee members vote on the interim resolution under subclause (2), it must be voted on at the next committee meeting at which a quorum is present.
(5)
An interim resolution may only be made under this clause on a motion that may be passed by an ordinary resolution.

16Attendance by teleconferencing

(1)
A committee member may attend and participate in the committee meeting by teleconferencing.
(2)
The secretary of the committee must arrange teleconferencing facilities if requested to do so by the committee member.
(3)
It the committee member attends the meeting by teleconferencing, the committee member is taken to be present at the meeting.

17Procedures for committee meeting

Except as otherwise provided in the Act and this Division, the committee may decide the procedures for the committee meeting.

18Chairperson of committee meeting

(1)
The chairperson of the committee is the chairperson of the committee meeting.
(2)
If the chairperson is unable to act as chairperson of the meeting, the committee members must elect a committee member present at the meeting to be chairperson.

19Voting at committee meeting

(1)
The chairperson of the committee meeting has the right to vote as a committee member.
(2)
If the voting on a motion that may be passed by an ordinary resolution is equal, the chairperson of the meeting may cast the deciding vote in addition to a vote cast under subclause (1).

20Minutes of committee meeting

(1)
The secretary of the committee must keep minutes of each committee meeting.
(2)
The following matters must be recorded in the minutes:
- (a)
  the date, time and place of the meeting;
- (b)
  the names of the committee members present at the meeting;
- (c)
  the names of the committee members voting at the meeting;
- (d)
  all resolutions of the committee made at the meeting;
- (e)
  the voting on all resolutions of the committee at the meeting.
(3)
The secretary must give a copy of the minutes to each member of the body corporate and each other person with a right to vote at a general meeting of the body corporate within 21 working days after the meeting.

21Notice of opposition to decision of committee meeting

(1)
One or more persons, who together have the right to vote in relation to at least 50% of the total interest entitlements of the scheme, may give a notice opposing a decision of the committee (a notice of opposition) to the secretary or the chairperson of the committee.
(2)
The notice must be given within 7 working days after the secretary gives a copy of the minutes containing the decision under clause 20.
(3)
The body corporate must consider the notice of opposition at the next general meeting and either approve or disapprove the decision of the committee.

Division 3Powers of committee 22Giving effect to decisions of committee

The committee may give effect to a decision of the committee only if:

(a)
the time for giving a notice of opposition to the decision under clause 21 ends without a notice of opposition being given; or
(b)
the decision is necessary to deal with an emergency; or
(c)
the decision is approved by the body corporate.

23Committee decisions are decisions of body corporate

(1)
A decision of the committee on a matter is taken to be a decision of the body corporate unless:
- (a)
  the matter is a restricted matter; or
- (b)
  the committee cannot give effect to the decision under clause 22.
(2)
If subclause (1)(a) or (b) applies, the committee’s decision has no effect.

24Restriction on spending by committee

(1)
The body corporate may decide a maximum amount of expenditure that the committee may undertake for repairs or improvements to the common property of the scheme.
(2)
The committee must not undertake expenditure above the amount unless authorised by the body corporate.

Part 3Meetings of body corporateDivision 1Matters to be decided by body corporate 25Body corporate may decide certain matters

Except as otherwise provided by the Act, the body corporate may decide that a matter concerning the scheme may be decided only by the body corporate.

Division 2Annual general meetingsSubdivision 1First annual general meeting26Calling first annual general meeting

Within 3 months after the registration of a scheme statement, the original owner for the scheme must call the first annual general meeting of the body corporate for the scheme.

27Documents to be given by original owner

(1)
At the first annual general meeting of the body corporate, the original owner for the scheme must give the committee the following:
- (a)
  the proposed budget for the first financial year for the body corporate;
- (b)
  a list of all body corporate assets and liabilities;
- (c)
  the name and contact address of each unit owner;
- (d)
  if a body corporate manager has been engaged – the name and business address of the body corporate manager;
- (e)
  a copy of the scheme statement;
- (f)
  the accounting records kept by the original owner for the body corporate;
- (g)
  documents evidencing each contract, lease and licence binding or benefiting the body corporate;
- (h)
  each certificate of insurance in force for the scheme;
- (i)
  documents evidencing each warranty or guarantee given on any matter for which the body corporate is responsible;
- (j)
  the seal of the body corporate;
- (k)
  the certificate of title for the common property of the scheme;
- (l)
  a copy of this management module.
(2)
However, the original owner is not required to give the certificate of title for the common property if it is not in the possession or under the control of the original owner.
Note for clause 27
Under regulation 7(1), it is an offence for the original owner to fail to comply with this clause.

28Matters to be decided at first annual general meeting

The body corporate must, at the first annual general meeting, decide the following:

(a)
whether any insurance policies in force for the scheme should be retained, varied or extended;
(b)
the annual contributions payable by the unit owners to the body corporate;
(c)
whether the proposed budget should be amended;
(d)
under clause 25, which matters may be decided only by the body corporate;
(e)
whether any matters mentioned in paragraph (d) must be decided by a special resolution, a resolution without dissent or a unanimous resolution.

Subdivision 2Further annual general meetings29Annual general meetings

After the first annual general meeting, the body corporate must hold a general meeting (the annual general meeting):

(a)
at least once every calendar year; and
(b)
within 15 months after the last annual general meeting.

30Agenda for annual general meeting

The following matters must be on the agenda for an annual general meeting:

(a)
election of committee members;
(b)
consideration of the engagement of a body corporate manager;
(c)
consideration of the annual financial statement;
(d)
approval of a budget for the next financial year;
(e)
review of existing delegations and consideration of proposed delegations.

Division 3Calling general meetings 31Calling general meeting other than the first annual general meeting

A general meeting of the body corporate, other than the first annual general meeting, may be called by:

(a)
the chairperson of the body corporate; or
(b)
the secretary of the body corporate; or
(c)
the body corporate manager; or
(d)
a person with a right to vote at the meeting nominated by persons who together have the right to vote in relation to at least 25% of the total interest entitlements of the scheme.

32Notice of general meeting

(1)
The person calling the general meeting must give written notice of the meeting to each person who has the right to vote at the meeting at least:
- (a)
  14 working days before the date of the meeting; or
- (b)
  21 working days before the date of the meeting if:
  - (i)
    a resolution without dissent or a unanimous resolution is proposed to be moved at the meeting; or
  - (ii)
    a resolution to terminate the scheme is proposed to be moved at the meeting.
(2)
The notice must:
- (a)
  specify the date, time and place of the meeting; and
- (b)
  include the agenda for the meeting; and
- (c)
  if the meeting is the annual general meeting – include the annual financial statement for the previous financial year and the proposed budget for the next financial year for the body corporate; and
- (d)
  include the text of any special resolution, resolution without dissent or unanimous resolution to be moved at the meeting; and
- (e)
  if a resolution to authorise expenditure for repairs or improvements above the amount mentioned in clause 24(1) will be moved – include 2 quotations for the cost of the repairs or improvements.
(3)
The proceedings at the meeting are not invalidated only because notice of the meeting is not given in accordance with this clause.
(4)
However, the meeting must be adjourned to a later date decided by the persons present who have the right to vote at the meeting if:
- (a)
  notice of the meeting is given to a person who has the right to vote at the meeting after the last day for giving notice under subclause (1); and
- (b)
  the person requests an adjournment:
  - (i)
    before the meeting, in writing to the secretary of the body corporate; or
  - (ii)
    at the meeting.
  33Quorum at general meeting
A quorum for the general meeting exists if persons who together have the right to vote in relation to at least 50% of the total interest entitlements of the scheme are present at the meeting.

34Interim resolutions if no quorum present

(1)
If there is no quorum present at the general meeting:
- (a)
  the meeting may take place but all resolutions made at the meeting are interim resolutions; and
- (b)
  the secretary of the body corporate must give the following to each person with a right to vote at the meeting within 14 working days after the meeting:
  - (i)
    details of each interim resolution made at the meeting;
  - (ii)
    the minutes of the meeting;
  - (iii)
    a notice setting out the effect of subclauses (2) and (3).
(2)
If an interim resolution is made at the meeting, a person may, in accordance with clauses 31 and 32, call a further general meeting within 29 working days after the date of the interim resolution.
(3)
An interim resolution becomes a resolution of the body corporate:
- (a)
  if notice of a further general meeting is given and the meeting is held within 28 working days after the notice is given – if the resolution is confirmed at the meeting; or
- (b)
  if notice of a further general meeting is given and the meeting is not held within 28 working days after the notice is given – at the end of that 28 working day period; or
- (c)
  otherwise – 29 working days after the date of the interim resolution.
(4)
An interim resolution may only be made under this clause on a motion that may be passed by an ordinary resolution.

35Attendance by teleconferencing

(1)
A person who has the right to vote at a general meeting may attend and participate in the meeting by teleconferencing.
(2)
The secretary of the body corporate must arrange teleconferencing facilities if requested to do so by the person.
(3)
A person who attends a meeting by teleconferencing is taken to be present at the meeting.

36Procedures for general meeting

Except as otherwise provided in the Act and this Division, the body corporate may decide the procedures for the general meeting.

37Chairperson of general meeting

(1)
The chairperson of the committee is the chairperson of the general meeting.
(2)Ifthechairpersonisunabletoactaschairpersonofthemeeting,thepersonspresentwhohavetherighttovoteatthemeetingmustelecttobechairpersonforthemeetingapersonpresentatthemeetingwho:
- (a)
  has the right to vote at the meeting; or
- (b)
  is the body corporate manager.
Division 4Voting at general meeting

Subdivision 1Voting generally38Voting by chairperson

If the chairperson of a general meeting would otherwise have the right to vote at the meeting:

(a)
the chairperson has the right to vote at the meeting; and
(b)
if the voting on a motion that must be passed by an ordinary resolution is equal, the chairperson may cast the deciding vote in addition to a vote cast under paragraph (a).

39Method of voting

Voting at a general meeting must be by:

(a)
written vote:
- (i)
  if a poll is taken; or
- (ii)
  if a person casts an absentee vote on a motion that must be passed by a resolution without dissent or a unanimous resolution; or
- (iii)
  on a motion to terminate the scheme; or
(b)
otherwise – show of hands.

40Result of voting

Following a vote on a motion at a general meeting, the chairperson of the meeting must either:

(a)
declare the result; or
(b)
if the chairperson is unable to declare the result based on a vote by show of hands – call a poll.

41Polls

(1)
A poll must be taken for a motion (including a motion that must be passed by a special resolution, a resolution without dissent or a unanimous resolution) if:
- (a)
  a person present at the meeting with a right to vote on the motion calls a poll; or
- (b)
  the chairperson calls a poll under clause 40(b).
(2)
If 2 or more persons have the right to exercise 1 vote jointly, one of the persons may call a poll under subclause (1)(a).
(3)
A call for a poll under subclause (1)(a) may be withdrawn.

(4) The result of the poll determines whether or not the motion for which the poll was taken has been carried.

(5)
The chairperson must declare the result as soon as it is determined.

Subdivision 2Alternative methods of voting42Appointment of proxy

(1)
A person with a right to vote at a general meeting may appoint a proxy to vote on the person’s behalf at the meeting.
(2)
If 2 or more persons have the right to exercise 1 vote jointly, the persons may jointly appoint a proxy to exercise the right.
(3)
The appointment of a proxy must:
- (a)
  be in writing in the form approved by the committee; and
- (b)
  include the period of appointment; and
- (c)
  if 2 or more persons are jointly appointing a proxy under subclause (2) – be signed by each of the persons.
43Absentee vote on resolution without dissent or unanimous resolution
(1)
If a resolution without dissent or a unanimous resolution is proposed to be moved at a general meeting:
- (a)
  the person giving notice of the meeting must give each person who has the right to vote on the motion an absentee voting paper with the notice; and
- (b)
  a person who has the right to vote on the motion may cast an absentee vote by recording the vote on the voting paper and giving it to the body corporate before the meeting.
(2)
The person must give the voting paper to the body corporate by:
- (a)
  placing it in the letterbox mentioned in section 83(1) of the Act at least 24 hours before the meeting; or
- (b)
  giving it to the secretary of the body corporate before the meeting.
(3)
A person who casts an absentee vote is, except for deciding whether a quorum is present at the meeting, taken to be present at the meeting and to have exercised the person’s right to vote on the motion.

Subdivision 3Right to vote44Voting by mortgagees

(1)
If a unit owner’s interest in a unit is subject to a mortgage, the mortgagee may give the body corporate written notice that:
- (a)
  the unit is subject to the mortgage; and
- (b)
  the mortgagee proposes to exercise voting rights under this clause.
(2)
If the mortgagee gives the notice:
- (a)
  the member does not have a right to vote in relation to the unit; and
- (b)
  the mortgagee has the right to vote in relation to the unit.
(3)
If the mortgage is discharged, the mortgagee’s right to vote ends.
(4)
If 2 or more persons are mortgagees of a unit as joint tenants or tenants in common:
- (a)
  the right to give notice under subclause (1) may be exercised only by the mortgagees jointly; and
- (b)
  the right to vote may be exercised only by the mortgagees jointly.
(5)
If a unit is held by 2 or more members as tenants in common and one of the members has mortgaged the member’s interest in the unit:
- (a)
  the mortgagee may give notice to the body corporate under subclause (1); and
- (b)
  this clause applies to the mortgagee in relation to the right to vote that the mortgagor may otherwise exercise.
(6)
In this clause:
mortgagee, if there are 2 or more mortgages, means the mortgagee under the mortgage entitled to priority over the other mortgage or mortgages.

45Tribunal may appoint person to vote

(1)
This clause applies if, for a motion that must be passed by a resolution without dissent or a unanimous resolution:
- (a)
  a person who has the right to vote on the motion in relation to a unit:
  - (i)
    is unavailable to vote on the motion; and
  - (ii)
    has not appointed a proxy to vote on the person’s behalf; or
- (b)
  the body corporate does not know who has the right to vote in relation to a unit.
(2)
The Tribunal may:
- (a)
  order that the person’s right to vote may be dispensed with for the motion or permanently; or
- (b)
  appoint another person to exercise the right to vote on the motion.
(3)
The body corporate or a person who has the right to vote on the motion may apply for an order under this clause.

46Voting by children

If a member of the body corporate is under 18 years of age:

(a)
the member cannot exercise the member’s right to vote; but
(b)
that right may be exercised by the member’s parent or guardian.

Part 4Exclusive use by-laws 47Costs relating to common property

Part 5Financial and record managementDivision 1Annual contributions and other levies 48Amount of annual contributions

The body corporate may, from time to time, decide:

(a)
the amount of annual contributions payable by the unit owners to the body corporate; and
(b)
how the contributions must be paid.

Note for clause 48

49Purpose of annual contributions

Annual contributions paid by unit owners to the body corporate must be used to fund the following:

(a)
the administration of the body corporate;
(b)
maintenance and repairs of the common property of the scheme;
(c)
the insurance policies the body corporate is required to maintain under the Act;
(d)
other costs reasonably incurred by the body corporate in performing its functions under the Act.

50Levy for single item of expenditure

(1)
The body corporate may, by a special resolution, decide to charge unit owners a levy to fund a single item of expenditure.
(2)
The following matters must also be decided by a special resolution:
- (a)
  the amount of the levy;
- (b)
  how the levy must be paid.
(3)
The ratio representing a unit owner’s share of the levy is the same as the ratio (mentioned in section 39(3) of the Act) representing the unit owner’s share of annual contributions.

51Levy for recurring expenditure

(1)
The body corporate may, by a unanimous resolution, decide to charge unit owners a levy to fund a recurring class of expenditure.
(2)
The following matters must also be decided by a unanimous resolution:
- (a)
  the amount of the levy, or the method for calculating the amount;
- (b)
  how the levy must be paid;
- (c)
  each unit owner’s share of the levy, or the method for calculating each owner’s share.
52Interest on late payment
(1)
The body corporate may charge interest for the late payment of contributions and special levies.
(2)
The interest rate is:
- (a)
  an amount, decided by the body corporate, not more than the rate fixed from time to time for section 85 of the Supreme Court Act 1979; or
- (b)
  if the body corporate does not decide an amount – the rate fixed from time to time for section 85 of the Supreme Court Act 1979.
(3)
The body corporate may decide to waive the interest in a particular case.

53Recovery of amount owing

An amount owing to the body corporate by a unit owner under this Division is a debt due and payable to the body corporate.

Division 2Body corporate assets 54Mortgage or charge over body corporate asset

The body corporate may, by a resolution without dissent, mortgage or create a charge over a body corporate asset to raise funds to be used for the performance of the functions of the body corporate.

Division 3Records and notices 55Financial records

(1)
The committee must:
- (a)
  ensure proper accounting records are kept for the body corporate; and
- (b)
  prepare a statement (the annual financial statement) at the end of each financial year showing:
  - (i)
    all income and expenditure of the body corporate for the year; and
  - (ii)
    all assets and liabilities of the body corporate on the last day of the year, including details of any mortgage or charge over an asset.
(2)
The committee must present the annual financial statement at the next annual general meeting held after the end of the financial year for which the statement was prepared.
(3)
The committee must ensure each accounting record and annual financial statement is kept for at least 7 years after the date it is created.
Note for clause 55
Under regulation 7(2), each committee member commits an offence if the committee does not comply with subclause (1) or (3).

56Audit of accounting records

(1)
The body corporate may decide at an annual general meeting that the accounting records of the body corporate for the last financial year must be audited by:
- (a)
  a person who is a registered company auditor, under the Corporations Act 2001, or a firm whose members include a registered company auditor; or
- (b)
  an authorised audit company; or
- (c)
  a person who is a member of CPA Australia, the Institute of Public Accountants or the Institute of Chartered Accountants in Australia; or
- (d)
  another person approved by the Minister as an auditor for this clause.
(2)
A person must not audit the accounting records if the person has a direct or indirect personal or financial interest in the body corporate.
(3)
The auditor must give a written report of the audit to the body corporate.

57Other records of body corporate

(1)
The committee must ensure the following records are kept for the body corporate:
- (a)
  the full name and address of each member of the body corporate;
- (b)
  minutes of general meetings;
- (c)
  copies of resolutions made at general meetings;
- (d)
  records of the results of voting (including by poll) on motions;
- (e)
  copies of notices given by the body corporate;
- (f)
  copies of appointments of proxies;
- (g)
  used voting papers;
- (h)
  correspondence sent or received by the body corporate;
- (i)
  insurance policies maintained by the body corporate;
- (j)
  contracts and agreements entered into by the body corporate;
- (k)
  leases and licences entered into by the body corporate.
(2)
The committee must ensure each record is kept for at least 7 years after the date it is created.
Note for clause 57
Under regulation 7(2), each committee member commits an offence if the committee does not comply with this clause.

58Access to records

(1)
An application to access a record kept by the committee or specified information contained in the record must:
- (a)
  be in the form approved by the committee; and
- (b)
  contain adequate details for the committee to identify the record or information; and
- (c)
  be accompanied by:
  - (i)
    a fee of $30; or
  - (ii)
    an application, in the form approved by the committee, to waive the fee.
(2)
The body corporate may waive the fee on receipt of an application to do so.

59Notices required to be given

Table

Column 1 Event	Column 2 Person to give notice
Transfer of unit ownership	Unit owner immediately after transfer
Change of unit owner’s address or contact details	Unit owner
Registration of lease over unit for term of over 6 months	Unit owner
Mortgagee enters into possession of unit that is subject to registered mortgage	Mortgagee

Part 6Administrative mattersDivision 1Seal of body corporate 60The seal

(1)
The seal of the body corporate must include the name of the body corporate.
(2)
The body corporate may decide how the seal must be kept.

61When the seal may be used

The seal must not be used except for a purpose authorised by the body corporate.

62Witnessing the use of the seal

(1)
The use of the seal on a document must be witnessed by at least 2 members of the body corporate.
(2)
However, if there is only 1 member of the body corporate, the use of the seal must be witnessed by the member.
(3)
If a member is a company, a director of the company may witness the use of the seal on behalf of the company.
(4)
Each person who witnesses the use of the seal must record next to the seal that he or she has witnessed the use of the seal by:
- (a)
  signing his or her name; and
- (b)
  printing his or her name and address; and
- (c)
  stating that he or she is a member of the body corporate or a director of a company that is a member of the body corporate.
Division 2Administration of scheme

63Body corporate may engage or employ persons

The body corporate may engage or employ a person to assist it in exercising its powers and performing its functions.

64Termination of engagement of body corporate manager

65Functions of body corporate manager

The body corporate manager has the functions and powers of the body corporate or committee delegated to the manager.

Note for clause 65

Chapter 3, Part 3.4 of the Act provides for the engagement of a body corporate manager.

Division 3Delegation of functions and powers 66Delegation of body corporate functions and powers

(1)
A delegation of the functions and powers of the body corporate must be:
- (a)
  authorised by an ordinary resolution of the body corporate; and
- (b)
  evidenced in a document affixed with the seal of the body corporate.
(2)
A copy of the document evidencing the delegation must be given to the delegate.
(3)
The delegation may be revoked in the same way it is made.

67Delegation of committee functions and powers

The committee may, in writing, delegate any of its functions or powers under this management module to:

(a)
a committee member; or
(b)
a member of the body corporate; or
(c)
the body corporate manager.

Division 4Approved forms 68Committee may approve forms

The committee may approve forms for use under this management module.

Schedule 3Management module 3 – small scheme

regulation 5(2)

Part 1Preliminary matters 1Definitions

In this management module:

annual general meeting, see clause 22.

committee meeting means a meeting of the committee of a body corporate.

chairperson:

(a)
of a committee – means the person elected under clause 7(1)(a); or
(b)
of a body corporate – means:
- (i)
  if the body corporate decides to form a committee – the chairperson under clause 7(2); or
- (ii)
  otherwise – the person elected under clause 29(1)(a).

company means:

(a)
a company as defined in section 9 of the Corporations Act 2001; or
(b)
an incorporated association as defined in section 4 of the Associations Act 2003; or
(c)
any other body corporate.

general meeting means a meeting of a body corporate.

interim resolution, see clause 3.

restricted matter, for a body corporate, means a matter a decision on which, under the Act or clause 19 of this management module, may be made only by the body corporate.

secretary:

(a)
of a committee – means the person elected under clause 7(1)(b); or
(b)
of a body corporate – means:
- (i)
  if the body corporate decides to form a committee – the secretary under clause 7(2); or
- (ii)
  otherwise – the person elected under clause 29(1)(b).

special levy means a levy charged under clause 41 or 42.

teleconferencing includes the use of telephone, computer or video equipment.

2Decisions of body corporate

(1)
A decision of a body corporate must be made:
- (a)
  at a general meeting of the body corporate; or
- (b)
  in accordance with the process set out in clause 26.
(2)
Unless otherwise specified in this management module, a motion is passed at a general meeting if it is passed by an ordinary resolution.

3Interim resolutions

(1)
An interim resolution is a resolution of a committee or body corporate made at a meeting without a quorum.
(2)
An interim resolution does not have effect until it becomes a resolution in accordance with the process set out:
- (a)
  for an interim resolution of a committee – in clause 14; or
- (b)
  for an interim resolution of a body corporate – in clause 26.
Part 2Committee of body corporate

Division 1Preliminary matters 4Application of Part

This Part applies if the body corporate decides, under section 74(1)(c) of the Act, to form a committee.

Division 2Constitution of committee 5Number of committee members

(1)
The body corporate must:
- (a)
  decide the number of members who will constitute the committee; and
- (b)
  elect the committee members.
(2)
The number of committee members must be:
- (a)
  at least 2; and
- (b)
  unless decided by a special resolution – not more than 7.
(3)
The body corporate may, by a special resolution at a later annual general meeting, vary the number.
(4)
The committee consists of all the members of the body corporate if:
- (a)
  there are not more than 3 members of the body corporate; or
- (b)
  the number of members of the body corporate is equal to or less than the number decided to be the number of committee members.
(5)
If subclause (4) applies:
- (a)
  the committee members are taken to be elected committee members; and
- (b)
  if a member of the body corporate is a company – the member must appoint an individual to be a committee member in place of the member.
6Election of committee members
(1)
The body corporate must elect the committee members at each annual general meeting.
(2)
If a member of the body corporate is a company, the member may appoint an individual to stand for election on behalf of the member.
Note for clause 6
Under section 74(3) of the Act, a committee member must be:
- (a)
  a unit owner that is an individual; or
- (b)
  an individual appointed by a unit owner that is a body corporate.
7Chairperson and secretary
(1)
At the first committee meeting after the annual general meeting, the committee must elect:
- (a)
  the chairperson of the committee; and
- (b)
  the secretary of the committee.
(2)
The chairperson and secretary of the committee are also the chairperson and secretary of the body corporate.
(3)
The chairperson and secretary hold office for the term and on the conditions decided by the body corporate.

8Term of office of committee member

(1)
The term of office of a committee member expires immediately before the election of the committee members at the next annual general meeting after the member’s election.
(2)
A committee member leaves office before the member’s term expires:
- (a)
  for a committee member who is a unit owner that is an individual – if the committee member stops being a unit owner; or
- (b)
  for a committee member who is an appointee of a unit owner that is a company – if the unit owner:
  - (i)
    stops being a unit owner; or
  - (ii)
    gives the body corporate written notice that the unit owner has terminated the appointment of the committee member; or
- (c)
  if the committee member resigns from office by written notice to the body corporate; or
- (d)
  if the body corporate removes the committee member from office under clause 9.
(3)
If a committee member leaves office before the committee member’s term expires, the committee must appoint another member of the body corporate, who is a person mentioned in section 74(3) of the Act, to be a committee member for the unexpired part of the term.
(4)
However, if the committee consists of all the members of the body corporate because of clause 5(4):
- (a)
  subclauses (2)(c) and (3) do not apply; and
- (b)
  if the body corporate removes a committee member from office under clause 9, the committee continues to exist without the member.
9Removal of committee member for breach of code
(1)
If the body corporate believes a committee member has breached the code of conduct, the body corporate may decide to give the committee member a written notice stating the following:
- (a)
  the body corporate believes the committee member has breached a stated provision of the code of conduct and the basis for that belief;
- (b)
  the committee member may give the body corporate, within 21 working days after the committee member receives the notice, a written response to the notice;
- (c)
  the body corporate will consider a motion to remove the committee member from office for the breach at the next general meeting of the body corporate called after the period mentioned in paragraph (b) ends.
(2)
The body corporate must:
- (a)
  include on the agenda of the next general meeting of the body corporate, called after the period mentioned in subclause (1)(b) ends, a motion to remove the committee member from office for breaching the code of conduct; and
- (b)
  attach to the agenda a copy of the notice given to the committee member.
(3)
The body corporate may decide to remove the committee member from office at the next general meeting mentioned in subclause (2)(a).
(4)
In this clause:
code of conduct means the code of conduct that applies to a committee member under section 77 of the Act.

Division 3Committee meetings 10How often committee meets

The committee may decide how often it meets.

11Calling committee meeting

A committee meeting may be called by a committee member.

12Notice of committee meeting

(1)
The committee member who calls the committee meeting must give written notice of the meeting to each committee member at least 3 working days before the date of the meeting.
(2)
The notice must specify the date, time and place of the meeting.

13Quorum at committee meeting

A quorum for the committee meeting exists if at least 50% of the committee members are present at the meeting.

14Interim resolutions if no quorum

(1)
If there is no quorum present at the meeting, the meeting may take place, but all resolutions made at the meeting are interim resolutions.
(2)
An interim resolution becomes a resolution of the committee if it is confirmed at the next committee meeting at which a quorum is present.

15Attendance by teleconferencing

(1)
A committee member may attend and participate in the committee meeting by teleconferencing.
(2)
The secretary of the committee must arrange teleconferencing facilities if requested to do so by the committee member.
(3)
A committee member who attends a meeting by teleconferencing is taken to be present at the meeting.

16Procedures for committee meeting

Except as otherwise provided in the Act and this Division, the committee may decide the procedures for the committee meeting.

17Minutes of committee meeting

(1)
The secretary of the committee must keep minutes of each committee meeting.
(2)
The following matters must be recorded in the minutes:
- (a)
  the date, time and place of the meeting;
- (b)
  the names of the committee members present at the meeting;
- (c)
  the names of the committee members voting at the meeting;
- (d)
  all resolutions of the committee made at the meeting;
- (e)
  the voting on all resolutions of the committee at the meeting.
18Committee decisions are decisions of body corporate
(1)
A decision of the committee on a matter is taken to be a decision of the body corporate unless the matter is a restricted matter.
(2)
If the matter is a restricted matter, the committee’s decision has no effect.

Part 3Meetings of body corporateDivision 1Matters to be decided by body corporate 19Body corporate may decide certain matters

Except as otherwise provided by the Act, the body corporate may decide that a matter concerning the scheme may be decided only by the body corporate.

Division 2General meetings 20Calling first annual general meeting

Within 3 months after the registration of a scheme statement, the original owner for the scheme must call the first annual general meeting of the body corporate for the scheme.

21Documents to be given by original owner

(1)
At the first annual general meeting of the body corporate, the original owner for the scheme must give the body corporate the following:
- (a)
  the proposed budget for the first financial year for the body corporate;
- (b)
  a list of all body corporate assets and liabilities;
- (c)
  the name and contact address of each unit owner;
- (d)
  if a body corporate manager has been engaged – the name and business address of the body corporate manager;
- (e)
  a copy of the scheme statement;
- (f)
  the accounting records kept by the original owner for the body corporate;
- (g)
  documents evidencing each contract, lease and licence binding or benefiting the body corporate;
- (h)
  each certificate of insurance in force for the scheme;
- (i)
  documents evidencing each warranty or guarantee given on any matter for which the body corporate is responsible;
- (j)
  the seal of the body corporate;
- (k)
  the certificate of title for the common property of the scheme;
- (l)
  a copy of this management module.
(2)
However, the original owner is not required to give the certificate of title for the common property if it is not in the possession or under the control of the original owner.
Note for clause 21
Under regulation 7(1), it is an offence for the original owner to fail to comply with this clause.

22Annual general meetings

After the first annual general meeting, the body corporate must hold a general meeting (the annual general meeting):

(a)
at least once every calendar year; and
(b)
within 15 months after the last annual general meeting.

23Calling general meeting

A general meeting of a body corporate may be called by a person who has the right to vote at the meeting.

24Notice of general meeting

(1)
The person calling the general meeting must give written notice of the meeting to each person who has the right to vote at the meeting at least 14 working days before the date of the meeting.
(2)
The notice must:
- (a)
  specify the date, time and place of the meeting; and
- (b)
  include the agenda for the meeting.
(3)
The proceedings at the meeting are not invalidated only because notice of the meeting is not given in accordance with this clause.
(4)
However, the meeting must be adjourned to a later date decided by the persons present who have the right to vote at the meeting if:
- (a)
  notice of the meeting is given to a person who has the right to vote at the meeting after the last day for giving notice under subclause (1); and
- (b)
  the person requests an adjournment:
  - (i)
    before the meeting, in writing to the secretary of the body corporate; or
  - (ii)
    at the meeting.
  25Quorum at general meeting
A quorum for the general meeting exists if persons who together have the right to vote in relation to at least 50% of the total interest entitlements of the scheme are present at the meeting.

26Interim resolutions if no quorum present

(1)
If there is no quorum present at the general meeting, the meeting may take place but all resolutions made at the meeting are interim resolutions.
(2)
An interim resolution becomes a resolution of the body corporate if it is confirmed at the next general meeting at which a quorum is present.

27Attendance by teleconferencing

(1)
A person who has the right to vote at a general meeting may attend and participate in the general meeting by teleconferencing.
(2)
The secretary of the body corporate must arrange teleconferencing facilities if requested to do so by the member.
(3)
A person who attends a meeting by teleconferencing is taken to be present at the meeting.

28Procedures for general meeting

Except as otherwise provided in the Act and this Division, the body corporate may decide the procedures for the general meeting.

29Chairperson and secretary of body corporate

(1)
If the body corporate has not formed a committee, the body corporate must, at a general meeting, elect:
- (a)
  the chairperson of the body corporate; and
- (b)
  the secretary of the body corporate.
(2) The chairperson and secretary hold office for the term and on the conditions decided by the body corporate.

30Chairperson of general meeting

(1)
The chairperson of the body corporate is the chairperson of the general meeting.
(2)Ifthe
chairperson is unable to act as chairperson of the meeting, the persons present who have the right to vote at the meeting must elect to be chairperson for the meeting a person present at the meeting who:
- (a)
  has the right to vote at the meeting; or
- (b)
  is the body corporate manager.
Division 3Voting at general meeting

Subdivision 1Voting generally31Voting by chairperson

If the chairperson of a general meeting would otherwise have the right to vote at the meeting:

(a)
the chairperson has the right to vote at the meeting; and
(b)
if the voting on a motion that must be passed by an ordinary resolution is equal, the chairperson may cast a deciding vote in addition to a vote cast under paragraph (a).

32Method of voting

Voting at a general meeting must be by show of hands.

33Result of voting

(1)
Following a vote on a motion at a general meeting, the chairperson of the meeting must declare the result.
(2)
The declaration by the chairperson that a motion has been carried is evidence of the fact without proof of the number or proportion of votes recorded against or in favour of the motion.

Subdivision 2Alternative method of voting34Appointment of proxy

(1)
A person who has the right to vote at a general meeting may appoint a proxy to vote on the person’s behalf at the meeting.
(2)
If 2 or more persons have the right to exercise 1 vote jointly, the persons may jointly appoint a proxy to exercise the right.

Subdivision 3Right to vote35Voting by mortgagees

(1)
If a unit owner’s interest in a unit is subject to a mortgage, the mortgagee may give the body corporate written notice that:
- (a)
  the unit is subject to the mortgage; and
- (b)
  the mortgagee proposes to exercise voting rights under this clause.
(2)
If the mortgagee gives the notice:
- (a)
  the member does not have a right to vote in relation to the unit; and
- (b)
  the mortgagee has the right to vote in relation to the unit.
(3)
If the mortgage is discharged, the mortgagee’s right to vote ends.
(4)
If 2 or more persons are mortgagees of a unit as joint tenants or tenants in common:
- (a)
  the right to give notice under subclause (1) may be exercised only by the mortgagees jointly; and
- (b)
  the right to vote may be exercised only by the mortgagees jointly.
(5)
If a unit is held by 2 or more members as tenants in common and one of the members has mortgaged the member’s interest in the unit:
- (a)
  the mortgagee may give notice to the body corporate under subclause (1); and
- (b)
  this clause applies to the mortgagee in relation to the right to vote that the mortgagor may otherwise exercise.
(6)
In this clause:
mortgagee, if there are 2 or more mortgages, means the mortgagee under the mortgage entitled to priority over the other mortgage or mortgages.

36Tribunalmay appoint person to vote

(1)
This clause applies if, for a motion that must be passed by a resolution without dissent or a unanimous resolution:
- (a)
  a person who has the right to vote on the motion in relation to a unit:
  - (i)
    is unavailable to vote on the motion; and
  - (ii)
    has not appointed a proxy to vote on the person’s behalf; or
- (b)
  the body corporate does not know who has the right to vote in relation to a unit.
(2)
The Tribunal may:
- (a)
  order that the person’s right to vote may be dispensed with for the motion or permanently; or
- (b)
  appoint another person to exercise the right to vote on the motion.
(3)
The body corporate or a person who has the right to vote on the motion may apply for an order under this clause.

37Voting by children

If a member of the body corporate is under 18 years of age:

(a)
the member cannot exercise the member’s right to vote; but
(b)
that right may be exercised by the member’s parent or guardian.

Part 4Exclusive use by-laws 38Costs relating to common property

Part 5Financial and record managementDivision 1Annual contributions and other levies 39Amount of annual contributions

The body corporate may, from time to time, decide:

(a)
the amount of annual contributions payable by the unit owners to the body corporate; and
(b)
how the contributions must be paid.

Note for clause 39

40Purpose of annual contributions

Annual contributions paid by unit owners to the body corporate must be used to fund the following:

(a)
the administration of the body corporate;
(b)
maintenance and repairs of the common property of the scheme;
(c)
the insurance policies the body corporate is required to maintain under the Act;
(d)
other costs reasonably incurred by the body corporate in performing its functions under the Act.

41Levy for single item of expenditure

(1)
The body corporate may, by a special resolution, decide to charge unit owners a levy to fund a single item of expenditure.
(2)
The following matters must also be decided by a special resolution:
- (a)
  the amount of the levy;
- (b)
  how the levy must be paid.
(3)
The ratio representing a unit owner’s share of the levy is the same as the ratio (mentioned in section 39(3) of the Act) representing the unit owner’s share of annual contributions.

42Levy for recurring expenditure

(1)
The body corporate may, by a unanimous resolution, decide to charge unit owners a levy to fund a recurring class of expenditure.
(2)
The following matters must also be decided by a unanimous resolution:
- (a)
  the amount of the levy, or the method for calculating the amount;
- (b)
  how the levy must be paid;
- (c)
  each unit owner’s share of the levy, or the method for calculating each owner’s share.
43Interest on late payment
(1)
The body corporate may charge interest for the late payment of contributions and special levies.
(2)
The interest rate is:
- (a)
  an amount, decided by the body corporate, not more than the rate fixed from time to time for section 85 of the Supreme Court Act 1979; or
- (b)
  if the body corporate does not decide an amount – the rate fixed from time to time for section 85 of the Supreme Court Act 1979.
(3)
The body corporate may decide to waive the interest in a particular case.

44Recovery of amount owing

An amount owing to the body corporate by a unit owner under this Division is a debt due and payable to the body corporate.

Division 2Body corporate assets 45Mortgage or charge over body corporate asset

The body corporate may, by a resolution without dissent, mortgage or create a charge over a body corporate asset to raise funds to be used for the performance of the functions of the body corporate.

Division 3Records and notices 46Records of

(1)
The body corporate must ensure the following records are kept:
- (a)
  the full name and address of each member of the body corporate;
- (b)
  minutes of general meetings;
- (c)
  copies of resolutions made at general meetings;
- (d)
  records of the results of voting on motions;
- (e)
  copies of notices given by the body corporate;
- (f)
  copies of appointments of proxies;
- (g)
  used voting papers;
- (h)
  correspondence sent or received by the body corporate;
- (i)
  insurance policies maintained by the body corporate;
- (j)
  contracts and agreements entered into by the body corporate;
- (k)
  leases and licences entered into by the body corporate.
(2)
The body corporate must ensure each record is kept for at least 7 years after the date it is created.

47Access to records

An application to access a record kept by the body corporate or specified information contained in the record must:

(a)
be in writing; and
(b)
contain adequate details for the body corporate to identify the record or information.

48Notices required to be given

Table

Column 1 Event	Column 2 Person to give notice
Transfer of unit ownership	Unit owner immediately after transfer
Change of unit owner’s address or contact details	Unit owner
Registration of lease over unit for term of over 6 months	Unit owner
Mortgagee enters into possession of unit that is subject to registered mortgage	Mortgagee

Part 6Administrative mattersDivision 1Seal of body corporate 49The seal

(1)
The seal of the body corporate must include the name of the body corporate.
(2)
The body corporate may decide how the seal must be kept.

50When the seal may be used

The seal must not be used except for a purpose authorised by the body corporate.

51Witnessing the use of the seal

(1)
The use of the seal on a document must be witnessed by at least 2 members of the body corporate.
(2)
However, if there is only 1 member of the body corporate, the use of the seal must be witnessed by the member.
(3)
If a member is a company, a director of the company may witness the use of the seal on behalf of the company.
(4)
Each person who witnesses the use of the seal must record next to the seal that he or she has witnessed the use of the seal by:
- (a)
  signing his or her name; and
- (b)
  printing his or her name and address; and
- (c)
  stating that he or she is a member of the body corporate or a director of a company that is a member of the body corporate.
Division 2Administration of scheme

52Body corporate may engage or employ persons

The body corporate may engage or employ a person to assist it in exercising its powers and performing its functions.

53Termination of engagement of body corporate manager

54Functions of body corporate manager

The body corporate manager has the functions and powers of the body corporate or committee delegated to the manager.

Note for clause 54

Chapter 3, Part 3.4 of the Act provides for the engagement of a body corporate manager.

Division 3Delegation of functions and powers 55Delegation of body corporate functions and powers

(1)
A delegation of the functions and powers of the body corporate must be:
- (a)
  authorised by an ordinary resolution of the body corporate; and
- (b)
  evidenced in a document affixed with the seal of the body corporate.
(2)
A copy of the document evidencing the delegation must be given to the delegate.
(3)
The delegation may be revoked in the same way it is made.

56Delegation of committee functions and powers

The committee may, in writing, delegate any of its functions or powers under this management module to:

(a)
a committee member; or
(b)
a member of the body corporate; or
(c)
the body corporate manager.

ENDNOTES

1
KEY

Key to abbreviations

amd = amended od = order

app = appendix om = omitted

bl = by-law pt = Part

ch = Chapter r = regulation/rule

cl = clause rem = remainder

div = Division renum = renumbered

exp = expires/expired rep = repealed

f = forms s = section

Gaz = Gazette sch = Schedule

hdg = heading sdiv = Subdivision

ins = inserted SL = Subordinate Legislation

lt = long title sub = substituted

nc = not commenced

2
LIST OF LEGISLATION

Unit Title Schemes (Management Modules) Regulations (SL No. 21, 2009)
Notified	26 June 2009
Commenced	1 July 2009 (r 2, s 2 Unit Title Schemes Act 2009 (Act No. 14, 2009) and Gaz S30, 26 June 2009)
Statute Law (Miscellaneous Provisions) Act 2011 (Act No. 44, 2011)
Assent date	21 December 2011
Commenced	27 January 2012 ((other than amdts to Darwin Port Corporation Act and Marine Act listed in the Sch to Act) Gaz S3, 27 January 2012))
Unit Title Schemes (Management Modules) Amendment Regulations 2014 (SL No. 47, 2014)
Notified	2 January 2015
Commenced	2 January 2015
Justice Legislation Amendment (Small Claims and Other Matters) Act 2016 (Act No. 3, 2016)
Assent date	2 March 2016
Commenced	pt 3: nc; rem: 1 May 2016 (s 2, s 2 Local Court Act 2015 (Act No. 15, 2015), Gaz G1, 6 January 2016, p 9 and Gaz G15, 13 April 2016, p 4)
Guardianship of Adults Act 2016 (Act No. 15, 2016)
Assent date	7 June 2016
Commenced	28 July 2016 (Gaz S74, 27 July 2016, p 1)

3
GENERAL AMENDMENTS

General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, of 2018) to: r 1 and sch 1, 2 and 3.

4
LIST OF AMENDMENTS

sch 1 amd Act No. 44, 2011, s 27; No. 47, 2014, r 3; Act No. 3, 2016, s 46; Act No. 15, 2016, s 111

sch 2 amd Act No. 44, 2011, s 27; Act No. 3, 2016, s 46; Act No. 15, 2016, s 112

sch 3 amd Act No. 3, 2016, s 46; Act No. 15, 2016, s 113