333. How detailed should the minutes of strata meetings be?
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Reena joins me to discuss:
- surprises after settlement: what happens when a new owner wasn’t made aware of significant OC debts before they bought?
- the devil that’s in the detail of meeting minutes
- how to be a good witness before the Tribunal (and how Reena knows…)
- the new regulations making meetings easier, in more ways than one.
Links mentioned:
- Get the transcript here!
- NSW Civil & Administrative Tribunal – SC 22/01370 – Alan Peacock vs The Owners – Strata Plan No 43576
- Regulation 10 Ballot for strata committee – Strata Schemes Management Regulation 2016
- Schedule 1 of Strata Schemes Management Act 2015
- Regulation 14B Reasonable Steps – Strata Schemes Management Regulation 2016
The issue of the meeting minutes, whether a committee or general meeting, has been a source of angst for me. Having come from a project management background, meeting minutes were documents we lived or died by as they were the only record.
When I take strata minutes my practice is to include short commentary (paraphrasing) as to why a decision was or was not made. I believe this prevents revisiting issues later on becuase the reason for the decision has been lost. Often I include supporting notes (ie the strata law, the council regulations etc) so the basis of the decision can be understood
Since most owners dont attend committee meetings and even general meetings, i wholeheartedly agree that the minutes should let those not present have some idea of the decision making process.
Minutes are a little like golf; less is more.
Fraught with danger is doing more than the required.
22 Minutes
(1) Records to be kept The owners corporation must keep full and accurate minutes of its meetings that include minutes of all motions passed at its meetings.
If some one wants their personal vote recorded or commentary of what transpired then best to err on the side of caution and not do it. Interesting is that lost motions do not technically even need be recorded – the Act just wants what is passed. Best to do just what is required and not supplement (enhance) it.
I tend to just have RESOLVED or LOST unless we have something more exotic like lapsed or superfluous.
One danger with notes is best highlighted by what occurred here at SP*****. The notes represented the view of the secretary and not what occurred because the secretary wanted what the notes said and not a record of what actually occurred. The secretary wanted what she wished had occurred in the minutes.
The more curious question is how much detail is detail in the ‘requirement’ (option) to include a detailed agenda?
Some really nice citations in Horsley’s Meeting about what constitutes a proper agenda item.
Too many agendas where no rational person would sign a veto (Sch 2 cl 9(3)) because of the lack of detail on an agenda item; i.e. when the owners have no real idea what the item relates to because it conveys little or nothing.
Here’s a great example from a recent agenda I saw.
THAT the committee consider the email received from the owner of lot 63 and consider any further action that may be required.
How does a rational owner say yes or no to being asked to sign a veto on that – what is it the SC are going to be considering?
Yet the circus that is NCAT frown on cases that question what detail actually involves. In fact; ask the NSWCA and you might get told to feel free to disenfranchise the owners from Sch 2 cl 9(3) by not even having an agenda (cite something like Yau for example) because ‘must’ is regulatory in this part of the Act. I digress.
LEGAL SPENDING – another ‘must not’ that does not actually mean must not.
So misleading.
103 Legal services to be approved by general meeting
(1) An owners corporation or strata committee of an owners corporation must not obtain legal services for which any payment may be required unless a resolution approving the obtaining of those services is passed at a general meeting of the owners corporation.
And the Parliament even then go and say it’s OK to not must not.
(4) A failure by an owners corporation or the strata committee of an owners corporation to obtain an approval under this section does not affect the validity of any proceedings or other legal action taken by the owners corporation.
From 2EBR (NSWCA) talking about the 1996 version of the Act
35 These “must not” provisions are of three types. In one provision (s 215(4)), “must not” is used in a context indicating compulsion which, if not obeyed, has criminal consequences (the same approach is taken in some “must not” provisions directed at entities other than the owners corporation, for example, s 24 which says that a person not within one of several qualified classes “must not” exercise certain functions concerning money). In two of the “must not” provisions directed at the owners corporation (s 50(1) and s 113(1)), the context shows that the words “must not” impose a duty breach of which may ground proceedings for breach of statutory duty. In the other three cases, there is no explicit indication that disobedience constitutes either an offence or an actionable wrong.
Paragraph 47 from 2EBR also adds entertainment to the must/ must not saga.
Also 2EBR (Barrett JA) states “that “must not” provisions were directed to regulating the exercise of power rather than denying corporate capacity…”
In plain English what Barrett is saying is you shouldn’t but it is OK if you do.
Try bringing children up with that type of confusing bollocks.
They can always get a job with NCAT.
In English must not means must not; just as must means must
“’Must’ means ‘must’. It is an imperative – expressing necessity, obligation and compulsion. There is no halfway house; no reason for attempting to ameliorate the outcome because of the particular consequences in a given case of wasted costs or aborted legal action.”
Pembroke J (Bakkante)
It is just sad even trying to give credibility to the Act.
In WA there seems to be a preference that the motion and its result be stated in the minutes.
As an owner, committee member, and strata manager, I find this practice somewhat unhelpful for the longer-term functioning of the strata company and for any prospective purchaser as reference is to the Minutes rather than the Notice of the Meeting with its explanatory notes.
Always encouraging owners to be more involved means (to me) a need to provide some insight into what is, or is not, involved in the management of their investment and how their participation in the decision-making process affects the future.
So as a committee member and strata manager, the Notice will have explanatory notes to give owners a perspective to consider before voting, and the proposed motion will include some key words from those notes.
Minutes are never about recording dialogue although, if requested, objections are noted. As Reena suggests, are a wonderful reminder of what has happened and is planned for the rest of the year, and as Robert B writes, helps when re-visiting issues.
Legislation seeks, among other practical matters, to promote accountability and transparency and while inspection of records can detail the function or dysfunction of a scheme, it is more effective to have owners on-board and willing to look at the state of play directly and take action where needed.
Heard in the past: “The shortest pencil is better than the longest memory” (N Maxwell).
Many thanks, Amanda. Your show is valuable and much appreciated.
I have always thought that Minutes of a Meeting should record the decisions made at the meeting and not the discussions. I feel restricted taking notes of discussion at a meeting and simultaneously chairing – especially if the topic is controversial or if the owners are not particularly well mannered.
In cases where one might foresee that a Tribunal may later be attempting to decide whether an owners corporation has been unfair or unreasonable it may be useful to have some detail but really, much might rest on the words used in the record of discussion.
In short, I try to ensure that the motion clearly defines the decision so that the minutes resolution could be understood by a person who may not have been present. I guess what is important- the decision or the reasons ? Often we don’t know the latter
Thanks Reena and Amanda for the information.
Our Strata Manager believes that it does not need to provide any kind of minutes from what it was discussed on our AGM.
Example: we had an a AGM on 28 March 2022 to appoint the management agency that expired on 14 November 2021. The secretary was in the processing of selling his lot that it was done on 5 May 2022. I did not agree to sign for the appointment because I believe that we do not get value for money and as I previously wrote the repairs done in the strata or are not needed or they need to be done multiple times.
The last repair done was the replacement of the gutters that were coper to an inferior material. The way it was replaced the gutter instead of releasing the water to the stormwater pipe some of the water after we have rain it keeps on the gutter. I made complains about from the beginning the same as my garage door that the paint is peeling.
You could say why don’t you take your case to the NCAT. Because the NCAT was part of my problem when it did not make a decision on the matter in 2018/2019. My strata is a 4 Lots one. You could come to your own conclusion.
Finally, I have not received the minutes of the meeting or who is the new owner. I pay $5,250.00 levies a year.
Thanks again!
What do you think of EGM minutes which record that the diagram annexed to the Minutes is different to the diagram which was circulated as part of the Notice of EGM and Agenda:
“Explanatory notes: The diagram pertaining to Annexure ‘D’ of this meeting notice (Special by-law 28
– Air Conditioning Works Lot 26 Annexure ‘A’), is amended to correct a technical error which does not
charge the purpose or intent of the by-law. The amended diagram forms annexure to the minutes of
this meeting and is the Annexure ‘A’ to be registered with special by-law 28.” (sic but numbers changed)
Hi Richard,
Good morning!
Please note that this is on Amanda’s list to answer in an upcoming podcast episode with Reena. 🙂
Regards,
Richelle
I enjoyed this podcast. I am a new secretary of a community association. I am struggling with how much detail to put in minutes. Also wanted to ask how you record emails you receive? If an owner wants to send a letter about what happened at a meeting what stops committee from just deleting them?