Meeting in the time of Covid

24 July 2020 | Zerlinda van der Merwe

The title of this article is named after the novel, Love in the Time of Cholera, by Colombian author Gabriel García Márquez, first published in Spanish in 1985, followed by an english translation in 1988, and then a movie adaptation released in 2007. The reason I chose this title is that the theme that runs through this story, is death, and I've recently rediscovered, that if the proper administration behind a general meeting of members is not followed, the meeting will die a slow and painful death (and the attendees may die of boredom or kill each other from frustration!).

By now, most of us living in a community scheme, have either had our general meetings postponed to a date when lockdown is no longer, or held via an online platform of sorts. It seems as though some schemes are finding it very difficult to stick to the straight and narrow of its governance documentation, whether this be in the case of a sectional title scheme or homeowners association (“HOA”). As each HOA is governed in terms of its own constitution or memorandum of incorporation, I'll focus on sectional title schemes in this article, as the Sectional Titles Schemes Management Act is quite clear as to the procedural red tape that needs to be followed before and during a general meeting so as to ensure the validity of the meeting.

Irrespective of the method of meeting attendance and voting, the procedural requirements must be met. There is no way around this. I cannot stress enough the importance of good meeting preparation! In this regard, when the legislation changed late 2016, many in the industry shared their concerns as to the increased administrative workload behind the organisation and preparation for general meetings, especially in regard to registration and voting.

I recently attended an annual general meeting that ran in excess of 5 hours, namely because the chairperson had to validate the identity of each attendee entering the Zoom call, being both owners and proxies, and due to the fact that the requirements of voting by voting card and calculating the vote by participation quota had not been followed prior to, and during the meeting proceedings.

In regard to the administrative nightmare that is meeting registration, my suggestion is that the trustees and managing agent encourage members to submit completed proxy forms, with instructions to their proxies and the power of substitution, within a reasonable period of time prior to the holding of the meeting, in order to assist those arranging the meeting to validate the identity of attendees. Although, it must be remembered that a proxy form can be handed (submitted) to the chairperson (or their delegate) right up until the start of the meeting.

I've heard that on Zoom, the names of the attendees can be amended to reflect the names of registered owners or unit / section numbers, so perhaps this may assist the process of identifying attendees, and further for minute taking purposes, recording proposers and those tabling motions or raising questions.

Voting by show of hands is no longer provided for, but rather the issuing of a voting card. What this means, in essence, is that there must be a written record of the vote made, as well as the person exercising the vote. At this particularly long meeting, the chairperson noted that unless there were objections, he would accept that the vote was unanimous. Attendees then started unmuting themselves and verbally noting their vote, chaos ensuing.

In this regard, my suggestion is that voting cards be circulated along with the meeting notice, and submitted prior to, or during the course of the meeting, or utilising the chat or poll function on Zoom, or whatever platform is being used. It must be noted that a vote cannot be accepted if made prior to or during a meeting, if the member or their proxy is not in attendance at the meeting.

There must be a quorum in order for the business of the meeting to commence, and for any votes cast to be accepted, and if a meeting is dragged out due to the fact that the body corporate's meeting preparation game was not strong, attendees will leave the meeting, and any votes cast before they leave, if they don't leave behind their proxy holder, will be null and void and lost. In this case, can an attendee leave and rejoin the meeting just at the right time to vote? You tell me...

Please feel free to share your thoughts with me, and if you require legal advice and assistance with this topic, or would like us to chair your next meeting, please do contact me at zerlinda@tvdmconsultants.com or 082 402 4954.