Can a Trustee Block Their Removal by Demanding a “Right of Reply” in the SGM Notice Pack?
By Jennifer Paddock
When it comes to trustees in sectional title schemes, interpersonal dynamics can sometimes break down entirely. One trustee may clash with another and push for their removal from the board. In other cases, it is the owners themselves who lose faith and demand a Special General Meeting (SGM) to remove one or more trustees by ordinary resolution.
In a recent real-world scenario, a scheme faced a major procedural challenge from a trustee facing removal. The trustee argued that because the SGM notice pack contained written motivations supporting his removal, but did not invite or include his written defense, the meeting pack was “materially incomplete and one-sided.”
The meeting agenda did, however, include an item specifically giving him the opportunity to oppose the motion on the floor. The trustee countered that a verbal representation during the meeting was no substitute for providing owners, especially those who had already appointed proxies, with the complete information required to make an informed decision beforehand.
He demanded the removal motion be deferred, comparing the omission to asking owners to approve a budget without circulating it in advance. When the chairperson refused and proceeded with the vote, the trustee formally disputed the validity of the resulting ordinary resolution.
This case study raises an interesting compliance question for managing agents and chairpersons: Does a trustee have a statutory right to include a written defense inside an SGM notice pack, and can its absence invalidate a removal vote?
The short answer is no. Here is the legal breakdown.
1. The Statutory Requirements for the Notice Pack
Trustee removal is strictly governed by Prescribed Management Rule (PMR) 6(4)(g) made under the Regulations to the Sectional Titles Schemes Management Act 8 of 2011 (STSMA). PMR 6(4)(g) provides that a trustee ceases to hold office if:
“…that trustee is removed from office by ordinary resolution of a general meeting; provided the intention to vote on the proposed removal was specified in the notice convening the meeting.”
The only legislative proviso here is that the intention to vote on the removal must be specified in the notice. The law imposes no prerequisite that an affected trustee must be invited to attach a written defense to that same notice.
The broader documentation requirements for general meetings are regulated by PMR 15(3), which states:
“The notice of a general meeting must be accompanied by at least—
(a) an agenda, as required in terms of these rules;
(b) a copy or comprehensive summary of any document that is to be considered or approved by members at the meeting; and
(c) a proxy appointment form in the prescribed format.”
While including written motivations for agenda items is excellent practice to provide context, it is not a statutory mandate under the STSMA.
2. Audi Alteram Partem: The Right to be Heard
The trustee’s core objection rested on the common-law principle of audi alteram partem (“let the other side be heard”), arguing that a live, verbal opportunity at the meeting was insufficient especially because some owners had already appointed proxies prior to him being given the opportunity to be heard.
This argument fundamentally misunderstands how natural justice intersects with body corporate governance:
- The Meeting is the Hearing: The principle of audi alteram partem requires that a person be given a reasonable opportunity to present their case before a decision is made. The SGM floor is the legally designated forum for this to occur. By specifically allocating an agenda item for “Representation to oppose the motion,” the board fully satisfied the requirements of natural justice. The trustee was given the platform to speak. The fact that he failed to persuade the room does not invalidate the mechanism.
- The Inherent Risk of Proxy Voting: A proxy is a legal tool where an owner chooses to delegate their voting rights to a representative at the meeting. If an owner decides to issue a rigid, pre-decided proxy voting instruction based purely on the meeting notice pack, they do so knowingly. They accept the inherent risk of missing live debates, verbal representations, or new context brought to light on the floor.
3. The Chairperson’s Authority and Duty to Proceed
Provided the SGM was validly convened, a quorum was present, and the agenda was properly set by the board beforehand, an individual trustee cannot unilaterally demand a deferral of voting.
The chairperson is duty-bound to proceed with the approved agenda unless the majority of members present or represented at the meeting votes to adjourn the meeting or defer the matter.
Conclusion
Fairness in body corporate governance requires giving affected parties a genuine, reasonable opportunity to be heard, but it does not guarantee them a pre-meeting publication platform to lobby for votes.
The statutory framework strikes a deliberate, practical balance: it ensures owners are fully informed of the intent to vote on a trustee’s removal, while preserving the general meeting itself as the true forum for debate.
_________________________________
Article reference: Paddocks Press: July 2026, Volume 21, Issue 7
This article is published under the Creative Commons Attribution license.
Recent Comments