For trustees and self-managed schemes

Meetings, votes and rules, done the way the Act says

Body corporate trustees exercise the body corporate's powers and owe it a duty of good faith. Estate Manager helps them run meetings, count votes, adopt rules and decide on quotes the way the Sectional Titles Schemes Management Act requires, with a record of every decision, with a managing agent or without one.

Book a demo

Section 7(1) Trustees exercise the powersSection 8 A fiduciary dutySection 8(2)(b) Interests declaredPMR 14 Decisions by majority

The chair's console in the dark theme with a poll open, beside a trustee's dashboard on a phone. — The chair's console on the night, and what waits for a trustee between meetings.

The same, on a phone. — The chair's console on the night, and what waits for a trustee between meetings.

What the law says

What body corporate trustees must do

The Act gives the body corporate's powers to its trustees, the scheme's executive committee. The prescribed management rules (PMR) and the regulations of the Community Schemes Ombud Service (CSOS) set how they use them.

General information, not legal advice.

Section 7(1), PMR 9

They run the body corporate

The trustees perform the body corporate's functions and exercise its powers, subject to the Act, the rules and any restriction or direction of a general meeting. They act on the resolutions of general and trustee meetings, and spend within the budgets the members approved.

Section 8

A fiduciary duty

Each trustee stands in a fiduciary relationship to the body corporate: acting honestly and in good faith, for its benefit, never without or beyond their powers, and taking no personal economic benefit from it or anyone else. A trustee in breach is liable for the loss caused or the benefit received.

Section 8(2)(b), PMR 6(3), 14(3)

Conflicts of interest

A trustee tells every other trustee of any material interest in a body corporate contract as soon as they know of it, and takes no part in, and casts no vote on, a matter in which they have a direct or indirect personal interest.

CSOS Regulations 14(1)

Informed, present and independent

A trustee must take reasonable steps to learn about the scheme, its affairs and the law and documents it runs under, and to get enough information and advice on every matter to be decided, attend the trustee meetings and the AGM unless the chair excuses them on reasonable grounds, form an active and independent opinion and exercise due diligence. The duties bind every scheme executive, the directors of a homeowners' association included.

PMR 11, 13, 14

Meetings and decisions

A trustee meeting needs seven days' written notice with an agenda, or reasonable shorter notice when urgent. Half the trustees, and at least two, form a quorum. Decisions are by majority, at a meeting or by a round-robin written resolution signed before a closing date, and the chairperson has a casting vote unless there are only two trustees.

PMR 9(e), 26(1)(f), 17(6)(j), 22(4)

Minutes and reports

The trustees send out the minutes of every trustee and general meeting as soon as reasonably possible, and within 7 days. Each AGM receives a report the trustees adopt on the year, a report of their activities and decisions, and a report on how far the maintenance plan has been carried out.

PMR 7(2), 6(4), 8(2)

Nomination, removal and pay

Any member may nominate anyone, in writing with the nominee's written consent, delivered to the body corporate's service address at least 48 hours before the AGM. A trustee may resign by written notice, and a general meeting may remove one by ordinary resolution if its notice said so. Trustees who are members are unpaid unless a special resolution decides otherwise.

What trustees may decide, and what needs the members

Where the Act and the prescribed management rules place some of the decisions trustees are asked about.

Decision	Who decides	Source
A special levy for a necessary expense that cannot wait for next year's budget	The trustees, by written resolution	PMR 21(3)(a)
An increase in contributions of up to 10 per cent at the end of a financial year	The trustees, by written resolution, with notice to the members	PMR 21(3)(b)
The administrative and reserve fund budgets	The members, at the AGM	PMR 17(6)(j)
A change to the conduct rules	The members, by special resolution, in force on the Chief Ombud's certificate	Section 10(2)(b), 10(5)
A change to the management rules	The members, by unanimous resolution, in force on the certificate	Section 10(2)(a), 10(5)
Appointing a managing agent	The body corporate, if the trustees so resolve, and it must if the members resolve so or a registered bondholder of 25 per cent in number of the primary sections requires it	PMR 28(5)
Cancelling the agent's agreement on two months' notice	The members, who approve it first by special resolution	PMR 28(7)(a)
An improvement that is not reasonably necessary	The members, by unanimous resolution	PMR 29(1)
A reasonably necessary improvement	The trustees, after 30 days' written notice, unless a member asks for a general meeting, which then decides by special resolution	PMR 29(2)

A summary for orientation. A scheme's own rules may differ where the law allows. General information, not legal advice.

General meetings

A meeting run properly, and votes counted the way the Act says

The chair's console shows the live quorum against the scheme's rule, and voting runs only while the meeting is in progress and quorate. The chair opens one poll at a time and sees how many members have voted, never how anyone voted.

Each resolution is counted in value and in number, as the Act requires for its type. A special resolution needs at least 75 per cent of the votes of the members represented, on both counts, and an ordinary resolution a majority of the votes in value of the members present and voting.

PMR 19(1) No business without a quorumSection 1 Special resolutionPMR 20(1)(b) Ordinary resolution

Voting and resolutions

The chair's console after a poll closed, with the result in value and in number and the rule that decided it. — A closed poll, with its result and the rule applied.

Between meetings

Quotes decided on the record, interests declared first

Three quotes by default sit side by side against the estimate, with each contractor's compliance documents. Each trustee declares whether they have an interest before voting. A trustee with an interest takes no part and casts no vote, and the other trustees may recuse one who declared none, with a reason.

Trustees vote on a round-robin written resolution from a phone, or decide at their meeting. The tally stays hidden from a trustee who may vote and has not yet voted, and a carried resolution keeps the tally, each trustee's vote with its time and the rule applied. The appointment letter follows, for two trustees, or a trustee and the managing agent, to sign.

PMR 6(3) No part in a matter of interestPMR 14(4) Round-robin resolutionsPMR 10(1)(b) Two signatures

Quotes and trustee approvals

A written resolution on a phone, with the rule that decides it, the choices For, Against and Abstain, the trustee's electronic signature and the button to sign and record the vote. — Voting on a round-robin resolution, signed electronically from a phone.

Rules

Rules adopted correctly

Trustees cannot change the rules on their own. Conduct rules change by special resolution and management rules by unanimous resolution, and a change takes effect only when the Chief Ombud certifies it.

Start from the 39 prescribed rules, add the scheme's own from drafted templates, check the draft against the Act and the CSOS directives, and record the adoption, the lodgement and the certificate. Members search the rules in force, and never see a draft.

Section 10(2) The resolution each kind needsSection 10(5) In force on the certificate

Rules: prescribed, drafted, adopted

The rules builder in the dark theme, listing clauses with their origin beside a panel of checks against the law. — A draft of the conduct rules, checked against the law as it is built.

Complaints

Complaints that go somewhere

Owners and tenants file a complaint about a unit and the rule it concerns. It is acknowledged and answered on the record, internal notes stay with the managers, and the reporter has 30 days to dispute the outcome. Who filed it stays confidential to the managers.

CSOS asks applicants to try to resolve a dispute within the scheme first, and to prove that any internal process the scheme's rules prescribe was exhausted. The complaint's dated timeline shows the attempt. A step the rules prescribe that the app does not run, such as a hearing of both sides, needs its own record.

CSOS directive 15.34 Resolve it within the scheme first

Complaints and CSOS disputes

A complaint in the dark theme about short-term letting of a unit, being investigated, with the rule it concerns, what happened, the remedy asked for and its timeline, from the filing to the managers' message. — A complaint and its timeline, as the reporter sees it.

Oversight

Oversight, without chasing the agent

The dashboard lists what waits for each trustee: a declaration to make, a resolution to vote on by its closing date, quote requests ready for a decision and requests waiting to be acknowledged. The managing agent's monthly packs are kept for the trustees, never for owners.

The audit trail records every change, who made it and when, and each read of the register, the members and the complaints, among other records that hold people's details, in a trail nobody can edit. Budgets and the ten-year plan are tabled with their resolutions, and a draft plan keeps each item's status and a progress note for the trustees' report to the AGM.

PMR 22(4) The plan reported at each AGM

Budgets and the ten-year plan

The audit log in the dark theme, listing actions in the estate with their time, the person's role and the record affected. — The audit trail: who did what, and when.

Self-managed schemes

For schemes the trustees run themselves

A body corporate may appoint a managing agent if its trustees so resolve, and must appoint one if the members resolve so or a registered bondholder of 25 per cent in number of the primary sections requires it. Without an agent, the chair and trustees do the agent's work: the register, the notices, the meetings and the records.

Estate Manager gives them the same tools an agent would use, from importing the register to drafting the minutes. It keeps no accounts, so a self-managed scheme keeps its books the way it does today.

PMR 28(5) An agent if the trustees resolve

The product in one place

The unit register of a fictional scheme in the dark theme, with units, participation quotas and owners. — The register and quota schedule, checked as it is kept.

Questions

Questions trustees ask

Anything else: ask us when you book a demo, or write to info@nanotech-computers.com.

Do we need a managing agent to use Estate Manager?

No. The chair and trustees can run everything themselves, or work with the scheme's managing agent on the same record. Each person sees what their role allows, and everyone who manages the scheme signs in with an authenticator app as a second factor.

Do trustees have to decide unanimously?

No. Trustees decide by majority, at a meeting or by a round-robin written resolution agreed by signature before its closing date, and on a tie the chairperson has a casting vote unless there are only two trustees (PMR 14). General information, not legal advice.

How is a trustees' meeting run?

Any trustee may call one on seven days' written notice with an agenda, or reasonable shorter notice when urgent. Half the trustees, and at least two, form a quorum, and decisions pass by a majority of those present and voting. Members may attend and speak on any matter on the agenda, but may not propose a motion or vote, and must leave for discussions of contraventions of the Act or rules, and for any matter where the trustees resolve that their presence would unreasonably interfere with the interests of the body corporate or a person's privacy. The minutes record each resolution and result and go out as soon as reasonably possible, and within 7 days (PMR 9(e), 11, 13, 14 and 27(2)(a)). General information, not legal advice.

Does a body corporate have to have a chairperson?

Yes, unless it has only two members. At the start of the first trustee meeting after the AGM that elects them, the trustees elect a chairperson from among themselves, who holds office until the end of the next AGM (PMR 12). The chair presides at general meetings unless the members decide otherwise, keeps order, rules on procedure, acts impartially and must not use the chair to sway members' views (PMR 18). The AGM receives the trustees' report on the year (PMR 26(1)(f)). General information, not legal advice.

Is there a code of conduct for trustees?

Not a separate one in the Act or its regulations. The standard is section 8: each trustee stands in a fiduciary relationship to the body corporate, acts honestly and in good faith within their powers, avoids material conflicts of interest and takes no personal economic benefit. Regulation 14 of the CSOS regulations adds a duty to stay informed, attend meetings unless excused and form an independent opinion. General information, not legal advice.

What can owners do if trustees exceed their powers?

A trustee must not act without or beyond their powers (section 8(2)(a)). A general meeting may remove a trustee by ordinary resolution if its notice says so (PMR 6(4)(g)), members holding a quarter of the quotas can require a special general meeting (PMR 17(4)), and an application to CSOS may ask for an order that a meeting was not validly convened or a resolution is void (CSOS Act, section 39(4)). General information, not legal advice.

Is a vote cast online valid?

The regulations let a body corporate arrange attendance by telephone or another method if every member and every other person entitled to attend can use it, everyone can communicate during the meeting and the chair can confirm who is taking part. A person attending that way is considered present in person (PMR 17(10) and 17(11)). Check your scheme's own rules, and ask your attorney if in doubt. General information, not legal advice.

What does it cost?

One plan with every feature, priced per unit per month by the size of the scheme: R12.50 per unit per month for the first six months and R15.00 after that for a scheme of up to 100 units, with lower rates for larger schemes. No VAT is charged, owners and tenants are never charged, and every scheme can try it free for 10 days.

See a meeting run the way the Act says

A demo walks through a general meeting on a fictional scheme: the notice, the proxies, check-in, the quorum, the vote and the paperwork that follows. Bring your questions about your own scheme.