The Chairperson of a body corporate – what are his or her rights and responsibilities?
The chairperson’s role should be to ensure that trustee meetings are conducted fairly and democratically. The chairperson must act impartially.
Prescribed Management Rule 18 (“PMR”) of Annexure 1 of the Regulations to the Sectional Title Schemes Management Act, the chairman must:
- Chair the general meeting (unless otherwise resolved by the members at the meeting);
- Maintain order, regulate the orderly expression of views and guide those in attendance through the business of the meeting in accordance with the common law of meetings;
- Make sure that all motions and amendments proposed by those in attendance are within the scope of the notice and powers of the meeting;
- Make sure that the scheme’s management and conduct rules, minute books and other documentation relevant to the items of business on the agenda, are available at the meeting;
- Act fairly, impartially and courteously to all those in attendance at the meeting;
- Ensure that all those entitled to speak can express their views without unnecessary disturbance or interruption;
- Adjourn the meeting if it is not able to complete or continue with its business;
- Make decisions on points of procedure;
- Settle disputes by giving rulings on points of order; and
- Surrender the chair to a temporary chairperson whenever he/she wishes to engage in the debate of any item of business.
The legislature expressly prohibits the chairman from:
- Attempting to influence member’ views on any item of business from the chair; and
- Disclosing in advance of the casting of votes how he/she intends to vote on any item of business.
The chairperson does not have a veto right.
According to PMR 14(1) (b) and 14(2) a motion at a trustee meeting must be determined by a resolution adopted by the majority of the trustees present and voting. Each trustee, including the chairman, is entitled to one vote. The only instance where the chairman will have one additional vote is if the votes cast by all the trustees result in a deadlock. Therefore, the chairman has no veto right. He does not have the ability to overrule his fellow trustees. The only power he does have is that of tie-breaker and this power is strictly reserved for trustees’ resolutions. When it comes to votes cast by the members in order to pass ordinary, special or unanimous resolutions the chairman’s vote carries the exact same weight in number as that of any other member.