Part 9 The community corporation

(1) A community corporation is established when a plan of community division is deposited in the Lands Titles Registration Office.

(2) The name of the corporation is "Community Corporation No. Incorporated" where the number is the number of the deposited community plan.

(3) The abbreviation "Inc." may be used in place of the word "Incorporated".

(4) The address of the corporation is the address of the corporation for the time being shown on the certificate of title for the common property.

(5) The address may be changed on application to the Registrar-General by the corporation in a form approved by the Registrar-General.

A community corporation is a body corporate and—

(a) has perpetual succession; and

(b) may sue and be sued in its corporate name; and

(c) has the functions and powers assigned or conferred by or under this Act or any other Act.

(1) A corporation must have a common seal bearing its name.

(2) The seal may only be used in a manner directed by the corporation in general meeting or, if the corporation has not given such a direction, may only be used in the presence of any two of the presiding officer, treasurer and secretary of the corporation both of whom must sign the document to which the seal is affixed as witnesses.

(3) Where all three of those offices are held by one person, the presence of that person is sufficient for compliance with subsection (2).

(1) The owners for the time being of the community lots1 into which a community parcel is divided are the members of the corporation established on deposit of the plan.

(2) If a primary lot is divided by a secondary plan or a secondary lot is divided by a tertiary plan, the secondary or tertiary corporation (not the owners of the secondary or tertiary lots) is a member of the primary or secondary corporation in respect of that lot.

Explanatory Note—

1 The owner of a development lot is not a member of the corporation.

(1) The functions of a corporation are—

(a) to administer, manage and control the common property for the benefit of the owners of the community lots; and

(b) to maintain the common property and the property of the corporation in good order and condition; and

(c) where practicable, to establish and maintain lawns or gardens on those parts of the common property not required or used for any other purpose; and

(d) to enforce the by-laws and the development contracts (if any); and

(e) to carry out the other functions assigned to it by this Act or conferred on it by the by-laws.

(2) Subject to this section, a community corporation has all the powers of a natural person for the purpose of carrying out its functions as well as the powers conferred by the other provisions of this Act.

(3) A corporation's decision to erect a building on, or to make any other improvements to, the common property (other than those referred to in subsection (1)(c)) must be made by special resolution.

(4) A corporation's power to carry on business is limited to—

(a) activities necessary or desirable to carry out its functions; and

(b) investment of money held by it that is not immediately required in carrying out its functions in the same manner and subject to the same requirements as a trustee investing trust funds under the Trustee Act 1936; and

(c) use of the common property or the property of the corporation to produce income (but only if authorised by a unanimous resolution of the corporation).

(5) A community corporation can only delegate its functions or powers to the extent permitted by Division 1A.

(1) A community corporation must, by ordinary resolution, appoint a presiding officer, treasurer and secretary.

(2) Subject to this section, the offices of presiding officer, treasurer and secretary must be held by natural persons who are members of the corporation.

(3) In the case of a community scheme—

(a) comprising ten community lots or less—two or all of those offices may be held by one person;

(b) comprising eleven or more community lots—two of those offices may be held by one person.

(4) A person for the time being appointed by a body corporate that is a member of a corporation to attend and vote at meetings of the corporation is a member of the corporation for the purposes of subsection (2).

(5) If the community parcel is subject to a leaseback arrangement the corporation may appoint a person, or persons (who need not be a member, or members, of the corporation), nominated by the lessee to hold one, two or all of the offices of presiding officer, treasurer and secretary.

(6) The presiding officer, treasurer and secretary must be appointed for a term that expires at or before the next annual general meeting of the corporation.

(7) The office of a person appointed under this section becomes vacant if he or she—

(a) dies; or

(b) completes his or her term of office and is not reappointed; or

(c) in the case of a person who was a member of the corporation when he or she was appointed to the office—ceases to be a member of the corporation; or

(d) in the case of a person appointed by a body corporate that is a member of the corporation to attend and vote at meetings—ceases to hold that appointment; or

(e) resigns by written notice to the secretary or, in the case of the secretary, to the presiding officer; or

(f) becomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or

(g) is convicted of an indictable offence or sentenced to imprisonment for an offence; or

(h) is removed from office by special resolution of the corporation.

(8) A resolution referred to in subsection (7)(h) can only be passed on one or more of the following grounds—

(a) misconduct;

(b) neglect of duty;

(c) incapacity or failure to carry out satisfactorily the duties of the office.

(9) A community corporation may appoint or engage a person to assist the presiding officer, treasurer or secretary.

(1) Subject to subsection (3), if a community corporation defaults in payment of a monetary liability, the liability is enforceable against the members of the corporation jointly and severally.

(2) The members have a right of contribution amongst themselves in proportion to the lot entitlements of their lots.

(3) If the liability was incurred when the community parcel was subject to a leaseback arrangement and was not authorised by an ordinary resolution of the corporation (or by a special or unanimous resolution where required by some other provision of this Act), the liability is enforceable against the lessee but not against the members of the corporation.

The following matters are declared to be excluded matters for the purposes of section 5F of the Corporations Act 2001 of the Commonwealth in relation to the whole of the Corporations legislation to which Part 1.1A of that Act applies:

(a) a community corporation;

(b) any act or omission of any person, body or other entity in relation to a community corporation.

(1) A community corporation may delegate any of its functions and powers (except this power of delegation) to a member or employee of the corporation or to a member of a secondary or tertiary corporation within the same community scheme.

(2) A community corporation may delegate the following functions and powers to any person:

(a) the receipt and holding of money and other personal property on behalf of the corporation;

(b) payment of money on behalf of the corporation;

(c) the preparation of statements of expenditure and proposed expenditure and statements of accounts;

(d) the collection of money due to the corporation;

(e) entering into contracts of insurance with insurers on behalf of the corporation;

(f) maintaining and keeping records on behalf of the corporation;

(g) issuing and signing notices on behalf of the corporation;

(h) preparing minutes of meetings of the corporation;

(i) providing information as required by the Act on behalf of the corporation;

(j) investing money on behalf of the corporation;

(k) arranging for the maintenance and repair of the common property on behalf of the corporation.

(3) A delegation by a community corporation is to be made by ordinary resolution of the community corporation.

(4) However, a community corporation cannot delegate a function or power under subsection (1) or (2) if the function or power is of a kind that can only be performed or exercised by the corporation by passing a special or unanimous resolution.

(5) A delegation by a community corporation—

(a) may be absolute or conditional; and

(b) does not derogate from the power of the corporation to act in any matter; and

(c) is—

(i) in a case where there is a contract relating to the delegation between the corporation and a body corporate manager—revoked on termination or expiry of the contract; or

(ii) in any other case—revocable by the corporation at any time by notice given in writing (notwithstanding any agreement to the contrary by the corporation).

(1) This section applies to a delegation of functions or powers by a community corporation if—

(a) the delegation is made to a person (the body corporate manager) who carries on a business, or is an employee in a business, that consists of, or includes, acting as a delegate of community corporations or of strata corporations under the Strata Titles Act 1988; and

(b) the delegation is made after the commencement of this section or a contract, between the body corporate manager and the corporation, relating to the delegation is made, renewed or extended after the commencement of this section; and

(c) it is proposed that the body corporate manager be remunerated in respect of work performed in exercising the delegated functions or powers.

(2) A body corporate manager is only entitled to receive remuneration in respect of work performed in exercising functions or powers under a delegation to which this section applies if—

(a) the body corporate manager and the community corporation have entered into a contract in compliance with subsections (3) and (8); and

(b) the body corporate manager, prior to entering into the contract referred to in paragraph (a), provided the community corporation with documents of a kind prescribed by regulation verifying the body corporate manager's entitlement to act as a body corporate manager and any other prescribed matter; and

(c) the body corporate manager, whilst performing such work, maintained professional indemnity insurance complying with the requirements prescribed by the regulations,

(and if a body corporate manager has received, from a community corporation, remuneration to which he or she is not entitled under this subsection, the community corporation may recover the amount of the remuneration as a debt).

(3) A contract between a body corporate manager and a community corporation must—

(a) be in writing; and

(b) specify the term of the contract; and

(c) set out the functions or powers to be delegated; and

(d) specify the rights of the community corporation under subsection (4); and

(e) set out the remuneration payable to the body corporate manager in respect of the work performed in exercising the delegated functions or powers, or set out the basis on which such remuneration is to be calculated; and

(f) contain any other particulars required by the regulations; and

(g) have annexed to it a copy of each document provided by the body corporate manager in accordance with subsection (2)(b).

(4) Where—

(a) there is a contract (other than a contract that is for a period of 12 months or less) in force between a community corporation and a body corporate manager; and

(b) the community corporation has had relevant contractual arrangements with the body corporate manager for a continuous period of at least 12 months,

the community corporation may terminate the contract by written notice given to the body corporate manager at least 28 days (or a lesser period specified in the contract) before the termination of the contract is to come into effect.

(5) For the purposes of subsection (4)(a), the period of a contract is the term of the contract disregarding any renewal period that may occur at the end of that term unless the renewal occurs at the option of the body corporate manager (in which case the period of the contract will be taken to include the period of the renewal).

(6) The right of a community corporation to terminate a contract under subsection (4) is in addition to, and does not derogate from, any other right of the community corporation to terminate the contract.

(7) A decision to terminate a contract in accordance with subsection (4) is to be made by ordinary resolution of the community corporation.

(8) The body corporate manager must ensure that a copy of the contract, and any other prescribed information or document of a kind prescribed by regulation is available for inspection by members of the corporation at least 5 clear days before the date of the meeting at which the corporation is to consider whether or not to enter into the contract.

(9) The body corporate manager must, at the request of any member of the corporation, make a copy of the body corporate manager's policy of professional indemnity insurance available for inspection and copying by the member within 3 business days of the request.

Maximum penalty: $500.

(10) The Minister may, by notice in the Gazette, exempt body corporate managers from compliance with subsection (2)(c) for such period as the Minister thinks fit.

(11) An exemption granted by the Minister under subsection (10)—

(a) may be subject to conditions specified in the notice of exemption; and

(b) may be varied or revoked by the Minister at any time by subsequent notice in the Gazette.

(12) In this section—

relevant contractual arrangements mean contractual arrangements relating to a delegation of functions or powers by a community corporation to a body corporate manager.

(1) For the avoidance of doubt—

(a) the body corporate manager stands in a fiduciary relationship with the community corporation; and

(b) the duties owed by the body corporate manager under this Act are in addition to, and do not derogate from, the duties arising out of that fiduciary relationship.

(2) Without derogating from subsection (1), a body corporate manager—

(a) must act honestly and in good faith in the performance of the manager's functions; and

(b) must exercise due care and diligence in the performance of the manager's functions; and

(c) must not make improper use of the manager's position to gain, directly or indirectly, an advantage personally or for any other person.

(1) A delegate of a community corporation who has a direct or indirect pecuniary interest in a matter in relation to which he or she proposes to perform delegated functions or powers must disclose the nature of the interest, in writing, to the corporation before performing the functions or powers.

Maximum penalty: $15 000.

Example—

For example, if the delegate would receive a commission from a person for placing business of the community corporation with that person, it would be an offence to fail to disclose that fact before placing business with the person. Similarly, if the delegate were to profit by placing business of the community corporation with a related body corporate, it would be an offence to fail to disclose that fact before placing business with the related body corporate.

(2) If an employee or agent of a delegate has a direct or indirect pecuniary interest in a matter, the delegate is, for the purposes of subsection (1), taken to have a direct or indirect pecuniary interest in the matter.

(3) A delegate who is the owner of a community lot is not obliged by subsection (1) to disclose an interest that he or she has in common with all of the owners of the community lots.

(4) It is a defence to a charge of an offence against subsection (1) for the defendant to prove that he or she did not know and could not reasonably have been expected to know of his or her interest in the matter.

(5) A delegate of a community corporation must, on application by an owner of a community lot or a development lot, provide the applicant, on a quarterly basis, with a statement setting out details of dealings by the delegate with the corporation's money (and must continue to so provide the statements until the applicant ceases to be an owner or revokes the application).

Maximum penalty: $500.

(6) If all delegations by a community corporation to a delegate are revoked, the delegate must return to, or make available for collection by, the corporation—

(a) all records of the corporation held by the delegate; and

(b) all trust money held pursuant to the delegations,

in accordance with any requirements prescribed by the regulations.

Maximum penalty: $2 000.

(7) A delegate of a community corporation who holds records of the corporation must, at the request of any member of the corporation—

(a) make those records available for the member to inspect within 10 business days of the request; and

(b) provide the member with a copy of any of the records on payment of a fee (not exceeding a fee calculated in accordance with the regulations).

Maximum penalty: $500.

(1) The developer must convene a general meeting of the community corporation within 3 months after the day on which there are at least 2 different members of the community corporation (not including the developer or any person who the developer knows, or ought reasonably to know, is an associate of the developer).

Maximum penalty: $15 000.

(2) A member of the corporation may convene the meeting required under subsection (1) if the developer fails to do so.

(1) The developer must deliver to the corporation at the first statutory general meeting—

(a) a copy of the plan of community division deposited in the Lands Titles Registration Office which shows the service infrastructure by which the lots and common property are provided with water, gas, electricity and other services; and

(b) a copy of—

(i) the scheme description (if any); and

(ii) the by-laws; and

(iii) the development contract or contracts (if any),

filed by the Registrar-General with the deposited plan; and

(c) a copy of specifications, diagrams and drawings relating to the buildings or other improvements (if any) on the community parcel; and

(e) all policies of insurance taken out by the developer; and

(f) a statement of the corporation's assets and liabilities; and

(g) an expenditure and contribution statement complying with section 113; and

(h) books of account and other records relating to the corporation; and

(i) the corporation's common seal; and

(j) a copy of all other documents in the developer's possession that are likely to be of use to the corporation.

Maximum penalty: $15 000.

(2) The following matters must be addressed at the first statutory general meeting—

(a) the appointment of the presiding officer, treasurer and secretary;

(b) the custody of the corporation's common seal and the manner of its use;

(c) the corporation's recurrent and non-recurrent expenditure in its first financial year and the amount to be raised by contributions from owners of community lots to cover that expenditure;

(d) the appointment of an auditor of the corporation's accounts in its first financial year or a special resolution that the accounts for that year need not be audited;

(e) such other matters as are required by regulation.

(3) If a document of a kind referred to in subsection (1) comes into the possession of the developer within 12 months after the corporation's first statutory general meeting, the developer must deliver it, or a copy of it, to the corporation.

Maximum penalty: $15 000.

(1) A general meeting (other than the first statutory general meeting) may be convened—

(a) by the presiding officer, treasurer or secretary of the corporation; or

(b) by any two members of the management committee of the corporation; or

(c) by a member or members of the corporation—

(i) the value of whose lot entitlement or combined lot entitlements is 20 per cent or more of the aggregate value of all the lot entitlements; or

(ii) who holds, or who together hold, 20 per cent or more of the total number of community lots in the scheme; or

(d) on the order of the Magistrates Court (made on the application of a person of a class specified in section 141).

(2) A meeting (including the first statutory general meeting) is convened by giving written notice of the day, time and place of the meeting to all members of the corporation at least 14 days before the date of the meeting.

(2a) A member may not nominate another person to be given notices referred to in subsection (2) on his or her behalf (although nothing prevents the community corporation from agreeing to provide notices to such a person in addition to the member).

(3) The day, time and place of the meeting must be reasonably convenient to a majority of the members of the corporation.

(4) The notice convening a general meeting must set out the agenda for the meeting.

(5) The agenda must include—

(a) the text of any unanimous or special resolutions to be moved at the meeting; and

(b) a motion confirming the minutes of the previous general meeting; and

(c) in the case of the first statutory general meeting—the matters required to be dealt with by section 80(2); and

(d) in the case of an annual general meeting—

(i) presentation of the accounts for the previous financial year; and

(ii) in the case of a corporation that is required to have its annual statement of accounts audited—the appointment of an auditor of the accounts for the current financial year; and

(iii) contributions to be paid by members for the current financial year; and

(iiia) presentation of statements required under section 113; and

(iiib) presentation of copies of all insurance policies required under Part 10 Division 2; and

(iv) such other matters as are required by regulation.

(1) The annual general meeting of a primary community corporation must be held within three months after the commencement of each financial year.

(2) The annual general meeting of a secondary or tertiary community corporation must be held within 6 months after the commencement of each financial year.

(1) Subject to subsection (3a), the presiding officer of a corporation will preside at general meetings of the corporation.

(2) The developer (or one of the developers if there are two or more), or the person appointed by the developer to attend and vote on the developer's behalf, will preside at the first statutory general meeting of the corporation until the presiding officer has been appointed.

(3) In the absence of the presiding officer, a person present may be appointed to preside at the meeting by the persons present and entitled to vote at the meeting.

(3a) A person who is a body corporate manager in relation to a corporation, or is an employee of such a body corporate manager, may preside at a meeting of the corporation if a majority of the persons present and entitled to vote at the meeting agree to that person presiding (and the body corporate manager or employee is taken not to be entitled to vote for that purpose except in circumstances prescribed by the regulations).

(3b) The regulations may make further provision in relation to the procedures to be followed at a meeting at which a body corporate manager, or an employee of a body corporate manager, is to preside.

(4) The quorum for the transaction of business at a general meeting is determined by dividing the number of persons entitled to attend and vote at the meeting by two, disregarding any fraction and adding one.

(5) If a quorum is not present within half an hour of the time appointed for a general meeting—

(a) the members present must appoint—

(i) another day for the meeting being at least seven days but not more than 14 days later; and

(ii) the time and place for the meeting; and

(b) the meeting stands adjourned to that day at that time and place; and

(c) if a quorum is not formed at the adjourned meeting within half an hour, the persons present who are entitled to vote constitute a quorum.

(6) Where a meeting of a corporation is adjourned under subsection (5), the secretary of the corporation must cause reasonable notice of the day, time and place of the adjourned meeting to be given in writing to the members of the corporation.

(6a) A member may, in accordance with any requirements prescribed by regulation, attend, and vote, at a meeting by telephone, video-link, Internet connection or any similar means of remote communication (provided that no obligation lies on a community corporation to provide such facilities to members who wish to attend or vote in such a manner).

(7) Except where otherwise provided by this Act or by the by-laws of a community corporation, the decisions of the corporation in general meeting will be made by ordinary resolutions.

(8) A corporation must cause accurate minutes to be kept of proceedings at its meetings.

(9) Subject to this Act and the by-laws, a corporation may determine procedures at its meetings.

(1) Subject to this section the owner of a community lot is entitled to attend and vote at general meetings of the corporation.

(2) The owner of a development lot is not entitled to attend or to vote at general meetings in his or her capacity as the owner of that lot.

(3) Subject to subsection (8), an owner (whether a secondary or tertiary corporation or any other body corporate or a natural person) may nominate another person to attend and vote at meetings on his or her behalf.

(4) Subject to subsection (8), where there is more than one owner of a lot, a person (who may, but need not, be one of the owners) may be nominated by all of the owners to vote on their behalf.

(5) A nomination referred to in subsection (3)—

(a) must be made—

(i) in the case of a nomination relating to the first statutory general meeting—by written notice given to the person initially presiding at the meeting; or

(ii) in any other case—by written notice given to the secretary of the corporation; and

(b) must specify whether the nominated person—

(i) is nominated to attend and vote at all meetings, and in relation to all matters, on behalf of the owner; or

(ii) is nominated to attend and vote only at specified meetings, or in relation to specified matters, on behalf of the owner; and

(c) may specify conditions in relation to the nomination; and

(d) if a specified condition requires the nominated person to vote in a particular way in relation to a matter in which the owner has a direct or indirect pecuniary interest (other than an interest that the owner has in common with all the owners of the community lots)—must specify the nature of the owner's pecuniary interest; and

(e) may be revoked by the owner at any time by subsequent written notice to the secretary (and any contract or agreement to the contrary is unenforceable); and

(f) is effective for a period of 12 months or such lesser period as may be specified in the written notice of nomination unless the nomination is revoked earlier under paragraph (e); and

(g) does not derogate from the power of the owner to attend and vote at meetings on his or her own behalf.

(5a) Failure to comply with a requirement of subsection (5) will invalidate the nomination.

(6) A nomination referred to in subsection (4)—

(a) must be made by written notice to the secretary of the corporation by all of the owners of the lot; and

(b) must specify the meeting or meetings to which it relates; and

(ba) may specify conditions in relation to the nomination; and

(bb) if a specified condition requires the nominated person to vote in a particular way in relation to a matter in which an owner has a direct or indirect pecuniary interest (other than an interest that the owner has in common with all the owners of the community lots)—must specify the nature of the owner's pecuniary interest; and

(c) may be revoked at any time by one of the owners by written notice to the secretary.

(6a) Without limiting subsection (5) or (6), if a person who is a body corporate manager in relation to the corporation, or an employee of such a body corporate manager, is nominated under subsection (3) or (4), the nomination ceases to have effect on the person ceasing to be a body corporate manager in relation to the corporation or an employee of such a body corporate manager (as the case may require).

(7) Where there is more than one owner of a lot and there is no person who is entitled to vote on behalf of the owners pursuant to a nomination under subsection (4), the following provisions apply—

(a) if only one of the owners attends a meeting—the vote is exercisable by that person;

(b) if two or more of the owners attend a meeting—the vote is exercisable by one of them in accordance with an agreement between all the owners attending the meeting but, if there is no such agreement, none of them is entitled to vote.

(8) Subject to subsection (9), the developer or an associate of the developer cannot be nominated under subsection (3) or (4) if one or more of the community lots is used, or is intended to be used, solely or predominantly for residential purposes.

(9) Subsection (8) does not apply if the community parcel is subject to a leaseback arrangement.

(9a) If an owner appoints, by general power of attorney under section 5 of the Powers of Attorney and Agency Act 1984, a person as his or her attorney specifically for the purpose of attending and voting at meetings, or specified meetings, of the community corporation, the appointment is, despite any provision of that Act or the terms of the general power of attorney, effective for a period of 12 months or such lesser period as may be specified in the power of attorney unless the power of attorney is revoked earlier.

(9b) If a general power of attorney referred to in subsection (9a) appoints a body corporate manager, a copy of the instrument of appointment must be given to the secretary of the corporation before the meeting, or the first of the meetings, to which it relates.

(10) A person who is not an owner of a community lot but has been nominated by an owner or owners to attend and vote at a general meeting of the corporation, must be regarded as a member of the corporation for the purposes of proceedings at the meeting.

(10a) A copy of each written notice of nomination and each instrument of appointment referred to in subsection (9b) applying in relation to the meeting must be made available by—

(a) in the case of a nomination relating to the first statutory general meeting—the person initially presiding at the meeting; or

(b) in any other case—the secretary of the corporation,

for inspection by persons attending the meeting before any matter is voted on at the meeting.

Maximum penalty: $500.

(11) The owner of a lot may exercise an absentee vote on a proposed resolution by giving the secretary written notice of the proposed vote at least six hours before the time of the meeting.

(12) A member attending a meeting of a corporation may demand a written ballot on any question.

(13) The ballot will be taken in such manner as the person presiding at the meeting thinks fit.

(14) A vote cannot be exercised in relation to a lot unless all amounts payable to the corporation in respect of the lot have been paid.

(15) If the number of votes supporting a resolution is equal to the number of votes against the resolution, the resolution is lost.

(1) If a person (whether a co-owner of a lot or not) has been nominated to attend and vote at a meeting of a community corporation on behalf of another person, the following provisions apply:

(a) if the nominated person has a direct or indirect pecuniary interest in any matter to be voted on at a meeting, the nominated person must—

(i) disclose the nature of the interest—

(A) if it is practicable to do so—to his or her principal before the vote is taken; or

(B) in any other case—to his or her principal as soon as practicable after the vote is taken; and

(ii) disclose the nature of the interest to the members present at the meeting before the vote is taken;

(b) if the written notice of nomination declared a pecuniary interest in accordance with section 84(5)(d) or 84(6)(bb) in relation to the matter, the nominated person must disclose the nature of the pecuniary interest to the members present at the meeting before the vote on the matter is taken.

Maximum penalty: $15 000.

(2) A co-owner of a lot is not obliged by subsection (1) to disclose an interest that he or she has in common with his or her other co-owners.

(2a) A person who—

(a) attends and is entitled to vote (other than as a nominee) at a meeting of a community corporation; or

(b) presides at such a meeting,

and who has a direct or indirect pecuniary interest in any matter to be voted on at the meeting must disclose the nature of the interest to the members present at the meeting before the vote is taken.

Maximum penalty: $15 000.

(2b) An owner of a community lot is not obliged by subsection (2a) to disclose an interest that he or she has in common with all of the owners of the community lots.

(3) It is a defence to a charge of an offence against this section to prove that the defendant was not, at the time of the alleged offence, aware of his or her interest in the matter.

(1) A secondary corporation that is a member of a primary corporation or a tertiary corporation that is a member of a secondary corporation may vote at a meeting of the primary or secondary corporation if it has been authorised to do so by resolution of its members.

(2) When determining whether a resolution of a community corporation is a unanimous resolution, the vote of a secondary or tertiary corporation (that is a member of the corporation) that is cast in favour of the resolution—

(a) will be counted in favour of the resolution if it was authorised by a unanimous resolution of the secondary or tertiary corporation;

(b) will be taken to be cast against the resolution if it was not authorised by a unanimous resolution of the secondary or tertiary corporation.

(3) When determining whether a resolution of a community corporation is a special resolution, the vote of a secondary or tertiary corporation that is a member of the corporation will only be counted if it was authorised by a special resolution of the secondary or tertiary corporation.

(1) The number of votes that may be cast in respect of each community lot on any matter arising for decision at a general meeting of a community corporation is—

(a) if one or more of the lots is used, or is intended to be used, solely or predominantly for residential purposes—one;

(b) in any other case—

(i) the number prescribed for that purpose by the by-laws; or

(ii) if the by-laws do not prescribe a number—one.

(2) A unanimous resolution is required to vary the number of votes prescribed by the by-laws that may be cast in respect of each community lot.

(3) If the developer owns 1 or more of the community lots in a community parcel and a person (other than the developer or a prescribed associate of the developer) owns 1 or more of the community lots, the following provisions apply:

(a) if none of the other lots is owned by a prescribed associate of the developer, the developer is entitled to—

(i) the aggregate of the votes, determined in accordance with subsection (1), in respect of the lots owned; or

(ii) a number of votes equivalent to the aggregate of the votes, determined in accordance with that subsection, that may be exercised by all the other members of the corporation,

whichever is the lesser;

(b) if 1 or more of the other lots is owned by a prescribed associate of the developer, the developer and the prescribed associate are each entitled to—

(i) the aggregate of the votes, determined in accordance with subsection (1), in respect of the lots owned; or

(ii) the aggregate of the votes, determined in accordance with subsection (1), in respect of the lots owned, proportionately adjusted so that the aggregate of the votes that may be exercised by the developer and the votes that may be exercised by all prescribed associates of the developer is equivalent to the aggregate of the votes that may be exercised by all other members of the corporation,

whichever is the lesser.1

Explanatory Note—

1 The effect of this provision is that neither the voting power of the developer, nor the combined voting power of the developer and prescribed associates, can ever be greater than the combined voting power of the other members of the corporation.

(4) In this section—

prescribed associate of a developer means—

(a) a person who is an associate of the developer where a relationship of a kind referred to in section 4(2)(e), (f) or (g) exists between the developer and the person; or

(b) a related body corporate;

related body corporate has the same meaning as in the Corporations Act 2001 of the Commonwealth.

(1) This section applies to a community corporation if there are three community lots in the community scheme and the owner of each lot is entitled to one vote in respect of his or her lot.

(2) A resolution of a community corporation to which this section applies is a special resolution if—

(a) at least 14 days notice setting out the text of the proposed resolution and any other information of a kind prescribed by regulation has been served on all the owners of the community lots; and

(b) the resolution is passed at a properly convened meeting of the corporation at which either no vote, or only one vote, is cast against the resolution.

(1) A decision that is required by this Act to be made by unanimous resolution of a community corporation may be varied or revoked by a unanimous resolution of the corporation.

(2) A decision that is required by this Act to be made by a special resolution of a corporation may be varied or revoked by a special resolution of the corporation.

(3) All other decisions of a corporation may be varied or revoked by an ordinary resolution of the corporation.

(1) A community corporation may (but is not obliged to) establish a management committee.

(2) A committee is established by ordinary resolution of the corporation.

(3) The members of a committee must be natural persons and must include the presiding officer, the treasurer and the secretary of the corporation.

(4) Subject to subsection (6), where each of the community lots is used, or is intended to be used, solely or predominantly for residential purposes, all the members of the committee must be members of the corporation and for that purpose a person for the time being appointed by a body corporate that is a member of the corporation to attend and vote at meetings of the corporation will be taken to be a member of the corporation.

(5) Where one or more of the community lots are not used, or intended to be used, solely or predominantly for residential purposes, the committee may be comprised of or include persons who are not members of the corporation.

(6) Where the community parcel is subject to a leaseback arrangement, the management committee may consist of one or more persons nominated by the lessee and appointed by ordinary resolution of the corporation.

(1) A member of the committee must be appointed for a term that expires at or before the next annual general meeting of the corporation.

(2) A member's office becomes vacant if the member—

(a) dies; or

(b) completes his or her term of office and is not reappointed; or

(c) in the case of a person who was a member of the corporation when he or she was appointed to the office—ceases to be a member of the corporation; or

(d) in the case of a member who is the presiding officer, treasurer or secretary of the corporation—ceases to hold that office and does not hold either of the other of those offices; or

(e) in the case of any member other than the presiding officer, treasurer or secretary of the corporation—resigns by written notice to the secretary of the corporation; or

(f) becomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or

(g) is convicted of an indictable offence or sentenced to imprisonment for an offence; or

(h) is removed from office by ordinary resolution of the corporation.

(3) A resolution referred to in subsection (2)(h) can only be passed on one or more of the following grounds:

(a) misconduct;

(b) neglect of duty;

(c) incapacity or failure to carry out satisfactorily the duties of the office.

(1) Subject to any limitations imposed by the corporation, it is the function of a management committee to carry out the functions and perform the duties of the corporation within the limits of the committee's powers.

(2) Subject to this Act and to any limitations imposed by the corporation or by the by-laws of the community scheme, a management committee has full power to transact any business of the corporation.

(3) A committee cannot delegate its functions or powers but a community corporation may appoint or engage a person to assist the committee in the performance of the committee's functions.

(4) A committee does not have power to do anything for which a special or unanimous resolution of the corporation is required.

(1) A meeting of a management committee may be convened by the presiding officer, treasurer or secretary of the corporation or by any two members of the committee.

(2) A meeting is convened by giving written notice of the day, time and place of the meeting to all members of the committee at least three days before the date of the meeting.

(3) The day, time and place of the meeting must be reasonably convenient to a majority of the members of the committee.

(4) The notice convening a meeting must set out the agenda for the meeting.

(1) The presiding officer will preside at committee meetings but in his or her absence the members present may appoint a member to preside at that meeting.

(2) The quorum for the transaction of business at a committee meeting is determined by dividing the number of members of the committee by two, disregarding any fraction and adding one.

(3) A decision supported by a majority of the members present at a management committee meeting is a decision of the committee.

(4) A member of a committee may appoint another person to act as his or her proxy at a committee meeting that the member is unable to attend.

(5) The person appointed must, if each of the community lots is used, or is intended to be used, solely or predominantly for residential purposes, be another member of the committee or a member of the community corporation.

(6) A decision is made by a committee without meeting if—

(a) written notice setting out the proposed decision is served on every member of the committee; and

(b) within seven days after the notice is served on all members of the committee a majority of the members give written notice to the secretary setting out the proposed decision and expressing their agreement with it.

(7) A management committee must cause accurate minutes to be kept of proceedings at its meetings.

(8) Subject to this Act, the by-laws and to any direction of the community corporation, a committee may regulate procedures at its meetings as it thinks fit.

(1) A member of a committee who has a direct or indirect pecuniary interest in a matter under consideration by the committee—

(a) must disclose the nature of the interest to the committee; and

(b) must not take part in any deliberations or decisions of the committee in relation to that matter.

Maximum penalty: $15 000.

(2) It is a defence to a charge of an offence against subsection (1) to prove that the defendant was not, at the time of the alleged offence, aware of his or her interest in the matter.

(3) A disclosure under this section must be recorded in the minutes of the committee.

(4) In this section—

pecuniary interest of a member of a committee does not include an interest arising solely from the fact that the member is also a member of the community corporation.

(1) A member of a committee must at all times act honestly in the performance of his or her duties.

Maximum penalty:

(a) if an intention to deceive or defraud is proved—$15 000 or four years imprisonment;

(b) in any other case—$4 000.

(2) A member of a committee must not make improper use of his or her official position to gain a personal advantage for himself, herself or another.

Maximum penalty: $15 000 or four years imprisonment.

A management committee may co-opt a suitable person to fill a casual vacancy in the membership of the committee.

If a management committee acts honestly, a vacancy in its membership or the subsequent discovery of a defect affecting the appointment of a member, or the right of a person to act as a member, does not invalidate the act of the committee.

(1) A committee member is not liable for an act or omission while acting, or purportedly acting, as a committee member unless the act or omission was dishonest or negligent.

(2) A liability that would, but for subsection (1), attach to a committee member attaches instead to the corporation or, where the community parcel is subject to a leaseback arrangement, to the lessee.

(1) The District Court or the Magistrates Court may, on application by—

(a) a community corporation; or

(b) a creditor of a community corporation; or

(c) the owner of a community lot or a development lot; or

(d) a person who holds a registered encumbrance over a community lot or a development lot,

appoint an administrator of the community corporation, or remove or replace an administrator previously appointed.

(2) An administrator has, while the appointment remains in force, full and exclusive power to administer the affairs of the community corporation (including power to do anything for which a special or unanimous resolution of the corporation is required).

(3) The administrator must comply with any directions that the court may give from time to time.

(4) The remuneration of an administrator will be fixed by the court and is payable from the corporation's funds.

(5) The administrator may, by written instrument, delegate any of his or her powers.

(6) A delegation under subsection (5)—

(a) may be made on such conditions as the administrator thinks fit; and

(b) is revocable at will; and

(c) does not derogate from the power of the administrator to act in any matter personally.

(7) A person to whom powers have been delegated under subsection (5) who has a direct or indirect pecuniary interest in any matter in relation to which he or she proposes to exercise delegated powers must disclose the nature of the interest in writing to the administrator.

Maximum penalty: $15 000.

(8) It is a defence to a charge of an offence against subsection (7) to prove that the defendant was not, at the time of the alleged offence, aware of his or her interest in the matter.

(9) A person who—

(a) is appointed as an administrator; or

(b) is removed or replaced as an administrator,

must, within 14 days, give the Registrar-General written notice of his or her appointment, removal or replacement together with such supporting evidence as the Registrar-General requires.

(10) The Registrar-General must file the notice with the plan of community division.