This article will look at one of the most important changes for general meetings held in sectional title schemes, namely the introduction of the limitation on the number of proxies that may be held by one person. It is often the case that the number of proxies, received by the body corporate prior to the commencement of a general meeting, can mean the difference between whether the quorum requirements of the general meeting will be met, or whether the meeting will need to stand adjourned for lack of a quorum, which can sometimes be an administrative nightmare, and have a negative effect on the body corporate should it urgently require that resolutions be passed.

A proxy is a person who has been appointed by a member to attend, speak and vote on their behalf at a general meeting of the body corporate. Members appoint proxies for different reasons, most often because they are not able to attend the general meeting in person. Depending on the nature of the general meeting and the resolutions to be tabled for member approval, a member may require a representative, such as an attorney, to attend the general meeting on their behalf, to motivate why the resolution/s tabled for approval should succeed or fail. There is no requirement that a proxy be a member, but it is specifically provided in the prescribed management rules, that a proxy must not be the managing agent of the scheme or any of its employees, or an employee of the body corporate.

Section 6(5) of the Sectional Titles Schemes Management Act 8 of 2011 (“the STSMA”) provides that a member may be represented in person or by proxy at a general meeting, but that one person may not act as proxy for more than two members of the body corporate at the same general meeting. It is important to point out that as this limitation on the number of proxies which may be held, is a requirement of the STSMA, a scheme’s rules cannot contain a rule to the contrary. In practice, this limitation is often the reason why the quorum requirements cannot be met.

It is the responsibility of the member to ensure that the person they appoint as their proxy is willing and able, to act as proxy, and attend the specified general meeting on the member’s behalf. In this regard, one of the other big changes to the provisions relating to proxies, is the introduction, in Annexure 3 of the Regulations to the STSMA, of a prescribed proxy form, known as “Form C”. This form must be completed by both the member, who appoints the proxy, and the proxy holder, who accepts the appointment. Once the appointment has been accepted, it is the responsibility of the proxy holder to notify the member if they are no longer willing or able to act as proxy. If they fail to do so, the member will not be represented at the general meeting held, sometimes without being aware of the proxy holder’s failure to attend. However, if the member is made aware prior to the general meeting, they will need to appoint a new proxy holder, who will need to accept the appointment, and notify the body corporate accordingly.

The proxy form must be submitted in its prescribed form, which means that the information contained on the prescribed form must be completed and provided to the body corporate. It is our suggestion that bodies corporate add to the form, that is sent out with the notice calling the general meeting, a provision allowing for substitution of a proxy holder. This means that the member can appoint an alternative proxy holder in the event that the original appointed proxy does not attend the general meeting. If this route is followed, it is recommended that the member complete the form to include instructions to the proxy holder so as to ensure that their votes are cast as intended, to prevent a situation of “broken telephone”.

The prescribed form also makes provision for the appointment of the proxy to apply to more than one, or all general meetings of the body corporate. If such a proxy form is completed by a member, it is the responsibility of the body corporate to keep the appointment on record in the same fashion as they would for a Power of Attorney. However, it may be a good idea for the appointed proxy to take a copy of the completed form to each general meeting they are appointed to attend.

In terms of the prescribed management rules, the completed and signed proxy form must be delivered to the body corporate 48 hours before the time of the general meeting, but it can also be handed to the chairperson before, or at, the start of the meeting.

Should you require one of our consultants to attend a general meeting on your behalf, or require assistance with the drafting of a provision for substitution, contact us at Paddocks on 021 686 3950 or at consulting@paddocks.co.za.


Article reference: Paddocks Press: Volume 12, Issue 08, Page 02.

Zerlinda van der Merwe is an admitted Attorney of the High Court, specialist Sectional Title Attorney (BA, LLB, LLM), Zerlinda brings a wealth of experience and forms part of the Paddocks Private Consulting Division.

This article is published under the Creative Commons Attribution license.

Back to Paddocks Press – August 2017 Edition.

12 Comments.

  • Allen west
    30/08/2017 12:25

    What about agents acting in terms of special or general powers of attorney — surely that cannot be limited to two ?

    • Paddocks
      08/12/2017 11:22

      Hi Allen,

      You can hold one proxy per member, but can only represent a maximum of two members. However, if you have power of attorney, then technically a proxy is not required.

      Kind regards,
      Paddocks

  • Cecelia Rosa
    30/08/2017 14:43

    Hello
    Does the restriction on the number of proxies only apply to sectional title properties?
    Are proxies obtained through email, valid?

    • Paddocks
      08/12/2017 10:10

      Dear Cecelia,

      Thank you for your comment. We are more than happy to help, however we do not give free opinions / advice. We do offer a 10-minute consultation telephonically for R390. If you are interested, please email consulting@paddocks.co.za.

      Kind regards,
      Paddocks

  • Does the limitation on proxies count for general and special meetings, or only general meetings?

    • Paddocks
      16/02/2018 21:34

      Good day Anja,
      Thank you for your comment. We would love to help but unfortunately do not give free advice. Here’s how we can help:
      – We offer a Free Basics of Sectional Title 1 week short course starting soon: http://www.paddocks.co.za/courses/free-basics-of-sectional-title/. You’ll be able to ask your course instructor any related questions.
      – We offer consulting via telephone for R390 for 10 minutes. Please call us on +27(0)216863950.
      – We have Paddocks Club, an exclusive online club, headed by Prof Graham Paddock, to help you get answers to your questions about community schemes: http://club.paddocks.co.za/

      Kind regards,
      Paddocks

  • Hilton Naish
    09/04/2018 13:23

    Good day. Does the act require the proxy to be provided 48 hours in advance to the agents. If not, can the house rules be changed to enforce this rule. Can my proxy simply arrive at the meeting with a valid proxy and force the chair to accept same?

    • Paddocks
      09/04/2018 16:31

      Hi Hilton,

      Thank you for your comment. We would love to help but unfortunately do not give free advice. Here’s how we can help:
      – We offer a Free Basics of Sectional Title 1-week short course. You’ll be able to ask your course instructor any related questions. Find out more here.
      – We offer consulting via telephone for R490 for 10 minutes. Please call us on +27 21 686 3950.
      – We have Paddocks Club, an exclusive online club, to help you get answers to your questions about community schemes. Find out more here.

      Kind regards
      Paddocks

  • Fanie Jordaan
    11/07/2018 17:40

    Thank you for a most insightful article. There is some confusion as to what constitutes a “person”. If a person is the owner of more than one unit within the Body Corporate, it is generally interpreted that each unit may hold a maximum of two proxies.
    Would that be a correct interpretation?

    • Paddocks
      13/07/2018 16:55

      Hi Fanie,

      Thank you for your comment. We would love to help but unfortunately do not give free advice. Here’s how we can help:
      – We offer a Free Basics of Sectional Title 1-week short course. You’ll be able to ask your course instructor any related questions. Find out more here.
      – We offer consulting via telephone for R490 for 10 minutes. Please call us on +27 21 686 3950.
      – We have Paddocks Club, an exclusive online club, to help you get answers to your questions about community schemes. Find out more here.

      Kind regards
      Paddocks

  • S Clemens
    15/04/2019 18:22

    Hi there

    I am a trustee on my BC, if I am unable to attend a meeting, can I proxy my husband to represent me? We both the own the apartment and we are married in COM

  • Can a Chairman hold more than 2 proxies