Trustee Nominations and Adjourned AGMs: Can new nominations be accepted
By Jennifer Paddock
Trustee elections are one of the most important items of business at a sectional title annual general meeting (AGM). But what happens when an AGM is automatically adjourned due to a lack of quorum before the election can even begin? May owners submit new trustee nominations before the reconvened AGM, or does the original nomination deadline still apply?
The Sectional Titles Schemes Management Act 8 of 2011 (STSMA) is silent on this issue. However, when the Prescribed Management Rules (PMRs) made under the Regulations to the STSMA are read together with the South African common law of meetings, a clear answer emerges.
The Legal Framework
Two PMRs are central to this issue:
PMR 19(4): Adjournment for Lack of Quorum
“If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting stands adjourned to the same day in the next week at the same place and time…”
This rule provides for the automatic adjournment of a body corporate general meeting if a quorum isn’t present within 30 minutes of the meeting’s start time. Essentially, the meeting is adjourned by law before business even begins.
PMR 7(2): Deadline for Trustee Nominations
“The nomination of a trustee must be in writing, accompanied by the written consent of the person nominated, and delivered to the body corporate service address at least 48 hours before the annual general meeting is due to start.”
This rule establishes a strict deadline: trustee nominations must be received no later than 48 hours before the AGM is “due to start”.
Common Law: What Does “Adjournment” Mean?
The South African common law of meetings, as summarised in LAWSA, defines adjournment as:
“The temporary interruption and suspension of the business of the meeting with the object of its resumption at a later date.”
What this means is that the reconvened meeting, held one week later at the same time and place, is not a new meeting. Legally, it’s a continuation of the same meeting – even though the business that could not begin at the adjourned AGM because a quorum was not present.
When is the AGM “due to start” under PMR 7(2)?
So, the critical question when considering trustee nominations and an AGM is automatically adjourned under PMR 19(4) is: when is the AGM “due to start” for purposes of PMR 7(2) – is it the original or reconvened AGM date and time?
Legally, it is the original AGM date and time because under the common law, the reconvened AGM is simply the resumption of business that could not begin at the adjourned AGM because a quorum was not present.
What does this mean for trustee nominations?
The deadline for trustee nominations under PMR 7(2) is at least 48 hours before the original AGM start date and time. If the AGM is automatically adjourned under PMR 19(4) due to a lack of quorum, no further trustee nominations may be accepted prior to the reconvened AGM one week later.
What if insufficient trustee nominations are received 48 hours before the original AGM?
This is where PMR 7(3) becomes important:
“If insufficient nominations are received, further nominations may be made at the meeting.”
Because the trustee election did not take place at the original AGM, this rule applies to the reconvened AGM, but only if insufficient trustee nominations were received before the original AGM began.
Conclusion
When an AGM is adjourned for lack of quorum, the reconvened AGM remains legally the same meeting, not a new one. As a result:
– The 48-hour deadline in PMR 7(2) refers to the original AGM date.
– No new trustee nominations may be accepted between the original and reconvened AGM date and time.
– If needed, additional trustee nominations may be made from the floor at the reconvened AGM under PMR 7(3).
This interpretation aligns the PMRs with the common law principles governing adjournments and ensures consistent, predictable procedures for trustee elections.
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Article reference: Paddocks Press: November 2025, Volume 20, Issue 10
This article is published under the Creative Commons Attribution license.
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