 Good evening and welcome to episode 324 of the Private Property Podcast. I'm your host, Uzaman Doha Kumalo. If you're joining us for the first time, welcome to the only Daily Property Podcast in the country helping you on your property needs. It doesn't matter where you are on your property journey, whether you're looking to buy, to sell, to build, or of course your property investor, this is a show that helps you along the way. To all our regular viewers on Facebook, on Instagram, as well as on YouTube, welcome back. You know how we do it every single weekday. You and I have an appointment at 7pm when we tackle a hot property topic and certainly that helps us make better property decisions. I know you can't see me this evening having a few technical camera issues. I do promise you that I'll be back on your screens tomorrow evening, but I know that you can hear me very loud and very clear. And of course, I want to see that love on our Facebook page, especially those green hearts that you love sending. I also do share this live and talking of our Facebook page. And many of you at home know that we are running an incredible competition on Facebook and we've already hit one of our targets. So the first target was for us to hit one million followers. And last week, you made that possible and we now have a community of over one million of you on our Facebook page. And the other two goals that we had, and certainly still have, is of course to have 10,000 comments on the competition post that is pinned to our Facebook page, as well as to have a number of you also sharing that particular post. And we certainly are looking forward to those shares. So we're looking for 10,000 comments and we're currently sitting at 4,900. So do go on to the pinned post on our Facebook page and certainly help us get to the 10,000 that we have. You also, of course, helped us reach that one million mark. And we are very excited for it and cannot wait later on in the show. I'm going to share with you some of the great posts that you have shared with us when you were sharing one million reasons why you love private property. We asked you, of course, as we marked that one million follower mark on Facebook. So during the course of the show, I will share some of the great posts around what your reason for loving private property are. And we're still running the competition where you can stand a chance of walking away with 500 grand in cash because we haven't met all our targets. And so until we meet those targets, you still have a chance of walking away with 500 grand in cash. So do make sure that you stay tuned for halfway through the show when we announce who the potential lucky winner is going to be. If you know that you've entered the competition, whether you've shared that pinned post, whether you have tagged some of your friends, then make sure you watch us until the end of the show so that you can claim your prize of that 500 grand in cash. Last week, we had the winner claiming the 2500 grand that was in the money bag. So this evening, we're going to have 500 grand that's in the money bag. And hopefully the winner will be watching us live in order to claim their prize. Well, this evening, we are looking at a conversation that I'm very excited about, especially when I was even telling our guests off air that this is something that I have gone through and I'll share with you just now. We're looking at special general meetings in sectional title communities. And my guest this evening is Zalinda Fanamadavam, the co-founder and director at TVDM Consultants. Zalinda, good evening and thank you so much for joining us. Hi, Zalma. Thank you so much for having me again and congratulations on one million followers. That's absolutely amazing. Thank you so much, Zalinda. And I mean, absolutely couldn't have done it without, of course, even yourself, the different guests that we have on our shows from the private property podcast with myself every weekday at seven to the other great shows that the years at home are able to watch every single weekday at 8 p.m. And so Zalinda, you and I were talking off air and I was telling you that when it comes to SGMs, I hadn't attended an SGM until I think it was about three or four months ago. I attended my first SGM and it wasn't long after an HGM that this HGM was called. And I recently attended another SGM and thought, you know what, I know that this is one of those things that don't always happen. But we are seeing it happen bit by bit. There are certain issues that owners want to bring up in an HGM. And I think during the course of our conversation, we want to look at what an HGM is, the kinds of issues that get raised in an HGM, and what's so different between an SGM and an HGM. So that's some of what our viewers at home can look forward to. And I think Zalinda, you know, let's get straight into it. When we talk about a special general meeting, what is it and how is it different from the annual general meeting? All right. So we're going to be focusing this evening on sectional title schemes, obviously governed by the sectional title schemes management act, which refers to general meetings of the members of the body corporates. One meeting being the annual general meeting, which happens once a year within four months of the financial year end. And then as many special general meetings as the members or the trustees want or need, that was something that you asked off air. Is there a limit to the amount of special general meetings that one body corporate can hold? And that's, there is no limit. So a body corporate can hold a special general meeting technically every 14 to 30 days if it needs to. Obviously, that's a little bit excessive. A lot of body corporates like to hold a special general meeting, perhaps mid-year point is a bit of a catch-up in between the annual general meeting, or perhaps they want to hold a budget meeting where the budget is informally tabled for member comment. Alternatively, there might be some other type of project that is needed to be raised or attended to, for example, conduct rules or management rules in a body corporate that need to be amended. Or even if a meeting is needed to be called by the members, that's a big one. And a lot of the special general meetings that we attend to at TVDM consultants is ones that are called by a group of members. And in order to do that, a member or a group of members need to get 25% support of their fellow owners calculated in participation quota. And they need to request that that meeting is arranged by the trustees. The trustees then have 14 days to call that meeting, and if they don't call it within 14 days, the requisitioning group of owners can call the meetings themselves, obviously ensuring that all the checkboxes are ticked with regards to formalities, and that's something that we'll deal with as well. And then, of course, that meeting is run by that group of owners, and notice periods still need to be complied with delivery methods of notices, et cetera, et cetera. So there is no limit on the amount of special general meetings, and I think the biggest difference between a special general meeting and an annual general meeting is an annual general meeting has prescribed business items as per the Act, which you don't deviate from. You can add to, but you can't delete from. Whereas a special general meeting can either deal with informal items or formal items and are sometimes called for a very specific reason and perhaps even just for one agenda item. So I think that's the biggest difference. And I want to reiterate that difference, Zalinda, because I'm sure with many of us at home who are still coming to grips with being owners in sectional title schemes and getting an understanding of our rights and responsibilities as owners, there's so much that we need to catch up on, because unfortunately, we don't typically find in our welcome pack everything that has to do with sectional title living. So the core difference between an AGM and an HGM is that in an AGM, there are certain prescribed issues that need to be addressed and you can add on, but you cannot subtract any of the issues. And that's a very important thing to note, because in the event where your AGM doesn't have certain issues that are prescribed, these potential recourse and Zalinda will even speak to us about it shortly. And then, Zalinda, you were saying that with an HGM, there can be formal and informal agenda items and sometimes there could even be only one item on the agenda. Perhaps take us through some of the issues that owners may want to look at or certainly have addressed in an HGM. Sure. So very often, like I mentioned, a special general meeting is called by a group of owners and the one that we deal with the most often is the removal of a trustee committee member or members. So in other words, your trustee committee is appointed at the annual general meeting, the chairperson is appointed by the trustee committee members and they manage the affairs of the body corporate on a day-to-day basis with or without a managing agent. And very often the members are unhappy with either the people that are chosen, alternatively what those people are doing or not doing. So very often the item of business at a special general meeting is the removal and the replacement of one or more of the trustee committee members. We often find that at the last moment, those people that are going to be removed actually step down. One can imagine that you don't really want to be on the firing line at a meeting where people have the intention of removing you unless you are 100% convinced that you've done the right thing and there's absolutely no grounds for your removal at all. So that's something that happens quite often. Another item that we deal with in singularity in a meeting is the amendment of the governance documents of the body corporate, so the conduct rules or management rules. And the reason that it's often dealt with at a special general meeting on its own, either at the same date, perhaps a bit earlier than the AGM or after the AGM, alternatively on a different day, is that that can be quite a lengthy meeting in its own right as the members are wanting to pull apart basically a draft set of rules and deal with every single issue, one on one. So from a time perspective, it might be a necessity to hold a special general meeting to deal only with that item of business. Something else that happens very often is the removal of a managing agent or the appointment of a managing agent. And then of course, special general meetings can be held for less acrimonious items. For example, when the trustees are actually able to take a decision but they don't feel comfortable or confident in taking that decision and therefore reverted to the members. So many people think that a special general meeting needs to deal with special business in other words special resolutions or unanimous resolutions but that's not the case. A special general meeting can deal with ordinary business items or ordinary resolutions that need a simple majority. For example, something that wasn't dealt with at an AGM can be dealt with at a special general meeting like the approval of the maintenance and pairing replacement plan or the appointment of an auditor or something along those lines. Alternatively, like I mentioned, there isn't even a need for a vote. It could simply be a bit of a discussion and an indicator to the trustees as to where they should be going on a certain project or a certain item of business that the trustees simply want the members input on. I am this evening in conversation with Zarenda Finna Madra who's a co-founder and director at TVDM Consultants and we're looking at special general meetings in sectional title communities. I want to find out from me at home if you are in a sectional title community what have been some of the issues that you've discussed in AGM, in SGMs rather. Have you ever had an SGM? Seeing earlier that I attended my first ever SGM a couple of months ago and it actually was about removing a particular trustee and we'll talk about that a little bit after the break in terms of how do we go about it? What are some of the do's and don'ts and procedurally? How do we ensure that we do it the right way? Because I think it's very easy for certain trustees to also have issues with a particular trustee and all kinds of alliances get formed. So by the time you attend that SGM it gets quite heated. So we also want to get a good sense of how procedurally should that happen and what kind of voting, the outcome of the voting, what should it be looking like in order for that removal to actually be valid? We are taking your questions and comments on our social media platforms and I see all the love that we're getting on Facebook. I see you Justice Samuel, I see you Seleni Pellea, also see you as well as Obalesa Selani showing us love there on our Facebook page and of course do keep the messages coming. We've got a Megan Fanskogbec saying sending all the love to us females with those green hearts. Of course we're still in Women's Month and part of how we're celebrating Women's Month is only having women as guests on the private property podcast with myself as I'm going to come along and so throughout the month of August you're only going to be seeing women throughout the show and I think one of the other things that I want to actually read as I was saying to you earlier that we posted on our Facebook page that we want and I've got some of the great posts that so many of you shared and we absolutely love the love that you are showing us. We've got a great one here coming through from saying wow congratulations private property I love private property because it empowers ordinary people like me to make the right property decisions and else for the best informations Amadouma gives us on your live podcast hashtag one million followers. I'll be reading more of the great posts that you've shared telling us why you love private property and some of the things that you love about private property just after this break we're going to go for a quick break and here we're going to see who is that potential winner of the 500 grand in cash and I hope that you're watching because you know that in order for you to claim your prize you need to be watching live and text us down here below let's see who the lucky winner this evening is and the lucky winner this evening is you potentially going to be walking away with that 500 grand in cash make sure that you drop us a message before the end of the live we have 500 grand in the money bag so if you want to walk away with that 500 grand you just need to drop us a text but I'm still in conversation with Zalinda Farnamalva and as I said you know after the break let me go through one more post that you shared with us at home and this one is from one of our top fan Geng member Zubomani Kirin B. Mamunda saying my 1 in a million reason why I love private property is the everyday learning from the podcast and the other programs the beautiful houses at the the beautiful houses at the websites make to look to work triple as hard I can write a book about what I have learned here from the competitions winning the property guard and making friends and that's of course the one million reasons why you love private property that we are writing on our page so do make sure that you drop us a text and let us know what you love about private property now Zalinda before the break I said you know the first SGM that I attended was dealt with removing a trustee and it was quite a heated one because it's it's spilt over from the HGM and during the HGM it was an issue that was said you know what we'll deal with it in an SGM because it could very easily sort of derail the you know the HGM and the they needed to best prepare for that particular SGM and we had requested certain information and didn't want to vote on it during the HGM and so the SGM was called in order for us to address to address that particular pattern when we look at the removal particularly of a trustee because I'm seeing increasingly more and more people complaining about their trustees or sometimes even certain members who are trustees procedurally what has to be done in order for a trustee to be removed because I think this is one of those very contagious issues sometimes it's the chair who's been a chair for many many years and doesn't want to you know be removed so when we then do call that HGM procedurally how does it work in terms of removing a trustee so interestingly the trustees are responsible or are able to remove a chairperson they don't have to go to the members because the trustees elect the chairperson but you won't be removing the chairperson from their role as a trustee only from their role as chairperson so they would still remain a trustee until they resign or until they're removed by the members so that would deal with the position of a chairperson if you're wanting to remove a trustee or group of trustees you can't wait until the annual general meeting where the trustees automatically retire but can make themselves available for reelection then the process that I mentioned earlier about getting enough support together to call a special general meeting will take place so that is 25% of the members calculated according to participation quota so 25% of the total participation quota of the scheme so the larger units obviously would mean 25% a lot quicker than a whole bunch of smaller units and they would need to requisition the current committee of trustees to call a meeting the current committee of trustees has 14 days to actually put that notice together and send the notice out and if on technically the 15th day they haven't done that the group of requisitioning owners can put together their notice and send it out because it's an ordinary resolution not a special model unanimous resolution you only need 14 days notice if the trustees are going to call it the trustees by a trustee resolution with the grants of urgency can call it for a short notice period for example seven days but if the members are calling it they need to send out a further 14 day notice so basically from the date of the request for the meeting 29 days or 30 days later you end up actually having the meeting the meeting can be held physically or remotely or it could be a combination of both a remote attendance obviously being on one of the 110 different platforms out there you know Telephone, Skype, Zoom Microsoft Teams provided that it's a method that everybody is able to access everybody can participate and then of course the chairperson of the meeting is able to actually identify and allow to speak the relevant people the quorum at that meeting depending on the size of the scheme if it's four or more units it would be 33.3% of the total participation quoted needing to be at that meeting and then off that quorum there would then need to pass an ordinary resolution a majority decision as the removal of the trustee an important procedural item is that the agenda for that meeting when it is sent out via email only provided the owners have specified that they wish to receive the notices via email it doesn't have special business so not pre-paid registered mail actually specifies the intention to remove a trustee or a group of trustees interestingly the notice doesn't need to say why you don't need to air all the dirty laundry and say I want to remove the trustees because X, Y and Z that is dealt with at the meeting of course if someone is not able to attend the meeting and is wanting to instruct a proxy they would want to get that information beforehand now if the meeting is called by the trustees alternatively if the group of owners had to call it the members ultimately are going to decide who is going to chair that meeting and the chairperson of the meeting doesn't have to be the chairperson of the trustees and imagine how awkward it would be if you were trying to remove the chairperson as a trustee and he was the one or she was the one sharing the meeting obviously they'd be expressing their own opinion from the podium type of thing so you'd want to avoid that the meeting formality we spoke about it in line with the meeting that you mentioned that you had attended is that the vote has to be done via voting cards it's not on a show of hands like it used to be under the sectional titles act and it's also not done verbally even if a meeting is being recorded either audio recording or audio and visual recording like zoom or microsoft teams you still have to issue voting cards the act speaks about rather the management or speak about voting cards interestingly that's the only place in the act that it speaks about voting cards nowhere else but voting cards essentially means that the vote has to be recorded in writing electronically as well and form part of the records of the body corporate for people to come and inspect and request copies of later on there needs to be a quorum there needs to be an attendance that is kept if the meeting is being dealt with remotely it can be recorded as well and then of course it needs to be monitored and when it comes to voting you know there's very limited resources that we're able to use in sectional title schemes or community schemes in general I've been to quite a few successful meetings where a voting act for example meeting poll is used for the purpose of recording a vote if you're going to use the chat function or the poll function of zoom for example you need to make sure that the calculations are done correctly according to participation quota so in other words on the back end you're going to have to do all of those things correctly so there's quite a few formalities that need to take place when you deal with meeting like that which makes it even more difficult if it's going to be acrimonious and I think it's such an important one to note because we're increasingly seeing people wanting to remove trustees perhaps sometimes even the chair but certainly trustees thinking that they're not part of the they're not making decisions that put the best interest of people to corporate and they have their own agenda and so increasingly wanting to remove a trustee because sometimes of certain decisions that they've previously made contractors that got recommended and did work in the complex there's so many different reasons why people end up finding themselves wanting a trustee to be removed we're going to briefly also then look at the removal of the managing agent because that's another contentious one that I've been getting quite a number of questions about but before we get to that we're taking more of your questions and comments at home as we look at special general meetings in sectional title communities and I asked you early on in the show if you've ever had an SGM in your sectional title community and if you have what were some of the issues that were on the agenda and how did the SGM go for you in your sectional title community we've got a comment here coming through from Facebook from Farhanan Siddiqui saying we had an SGM regarding the lack of security in our complex it went well with the voting and we voted to get a new security company and once interviewed five companies one was chosen and our complex is safer and running smoothly and it really is that easy right you identify a particular issue that cannot wait for the SGM and safety is such a huge issue you know this is one of those issues that you don't want to have to wait a full year in order to address so many things can happen in the interim and so you're able to call for an SGM and have it resolved as soon as possible now Zalinda would you look at then the removal of the managing agent I've had people reach out to me saying they've had the same managing agent that's running their complex they're not doing a very great job or they are unhappy themselves and a couple of other owners are not particularly happy with the service that they're getting they also feel as though the trustees are in cahoots with the managing agent and that's why they haven't been able to remove them some don't know how you would even go about you know removing the managing agent what procedurally again in an SGM how does or how would a body corporate then remove a managing agent so it's a topic that's very often has a very unfair outcome I speak from my experience as being a managing agent previously that sometimes you are removed without there really being a cause in law so I think the warning to any trustees or any owners that are thinking about changing the managing agents is just to do so carefully and to make sure that they do so in accordance with the management agreement and that the expectations of the managing agent are actually in line with what managing agents offer you know a managing agent or rather a portfolio manager at a managing agency is you know a person that might not necessarily jull with a committee of trustees or a group of owners at a particular point in time and very often we're asked by clients you know how long should a managing agent or any service provider actually offer a service to the body corporates and there isn't any specifics you could be a managing agent or security provider or an auditor for years and years on end without anything actually being wrong of course if the service provision isn't up to par or not in line with the fees that are being charged or the needs of the body corporates that's a different matter completely so a managing agent can be removed by a trustee resolution or an ordinary resolution if it is the contract is terminated in terms of their contract so if there's a breach clause or a termination clause and that is followed to the T then it would simply need either a trustee resolution or an ordinary resolution taken at a meeting of the members if it is not going to be terminated in accordance with the contract or if there isn't a breach or a termination clause or perhaps even not a contract then it would need to go to a special general meeting either called by the trustees alternatively called by the members like I explained and a special resolution is needed and then two months notice is needed to be given as well so because a special resolution is needed the notice of the meeting must be sent out via prepaid registered mail and via email so as archaic as it might sound you can't simply just send the notice on via email when it comes to special or unanimous resolutions the notice has just been sent out via prepaid registered mail as well and when I was a managing agent we're very often used to get 90% or 95% of the returned unopened underlivered registered mails coming back to our offices a couple of weeks or months after the meeting so it is unfortunately a flawed system but the managing agent or the trustees have to prove that that in fact was done correctly interestingly in the normal course a special resolution or unanimous resolution has to be taken at a special general meeting called on 30 days notice whereas in a certain number of cases there can be an exception to that where it is called on a shorter notice period and interestingly the removal of a managing agent is one of those as well as the removal of the trustees that we spoke about and there are instances for example the installation of prepaid water or electricity meters where the meeting has to be called on a 60 day notice period and it can't be called any shorter than that so that's the process should one want to remove or terminate the contract with the managing agent if of course the termination is justified in terms of the level of service in terms of the contract in terms of what the members are reasonably expected or reasonably able to expect from the managing agent and of course as with any contract you wanting first to try to resolve the dispute or resolve the breach give the pot is the opportunity to resolve the breach because changing a managing agent can be quite disruptive to the body corporates and very often you have to compare apples with apples and see what you're getting in all those fun things and there are a couple of naughty managing agents out there that are not going to accept the termination of their contract and are going to hand over the records of the body corporates or wanting to fight the body corporates a little bit so it isn't always a smooth process but one must definitely make sure that it's done correctly in accordance with the relevant provisions of the act we are taking your last bit of your questions and comments at home this evening as we look at special general meetings in sectional title communities we've got a great comment we've got a comment here from Saleni Pellei saying we love you Zana with green hearts thank you very much there Salani and a really great question coming through from Umenzi Boutilesi on Facebook asking are we able to request an audit of the body corporate? Yes definitely so the body corporates finances are audited once a year as part of the preparation for the annual general meeting so once your financial year end you know comes upon the body corporates the members appoint an auditor and the appointment of the auditor is actually one of those prescribed agenda items for an annual general meeting of course that auditor that is appointed at the annual general meeting is for the forthcoming financial year if the financial statements are tabled at the HGM interestingly audited financial statements are no longer needed to be tabled at an annual general meeting it can actually be dealt with at a general meeting so in other words you can appoint your auditor at the annual general meeting deal with the audits and then come back to the members by a special general meeting but because audited financial statements only require the consideration of the members as opposed to the approval most body corporates still try to get the audited financial statements in time for the annual general meeting noting the four month period in which the HGM needs to be held so the body corporate is audited every single year except if all the sections are owned by one person and some of who were chatting about that before then the requirement of an audit is not needed anymore but if there are multiple owners then it is a requirement and it is also possible to appoint a forensic auditor if there is a need for that of course I've heard that a forensic auditor is exceptionally expensive and one really only wants to go that route if there is genuine cause for concern of mismanagement it hasn't been properly identified in the audited financial statements and then of course the body corporate can afford it so it is definitely possible to have that audit Great to squeeze in the last questions and comments on our Facebook page we've got Colin Janssen showing us some love there with the green hearts and Balisa Solani asking in the meetings do you vote anonymously or do we raise our hands? Let's take it with both physical and of course the digital ones many of us are obviously doing virtual meetings but how does the voting effectively work? Okay, so voting at a meeting no longer happens by a show of hands and one cannot say are there any objections or we assume nobody objects or unless you say something we're going to take it that nobody objects you have to at a physical meeting issue voting cards which is either a hand written document or an actual physical piece of paper or a card or a booklet of cards whatever process you follow that is completed and handed back in alternatively it can be by means of a voting app and then of course if you're going to be holding the meeting remote you a combination of physical and remote attendance then you need to use either a voting application I mentioned meeting pal for example or you could use the chat function on zoom or Microsoft Teams I think Skype might have something like that as well alternatively you could use the polling function but the calculation of the votes is very very important because an ordinary resolution of votes are taken by participation quota which obviously the chat function and the poll function doesn't cater for and if you're passing a special unanimous resolution it is both in number in other words one member one vote and participation quota so then very often the managing agent or the trustee that's running it or the platform operator that's running it actually on the back end has to have a separate spreadsheet put in place and overly risked from start up and this often was busy working on a spreadsheet like that that I'm sure all the managing agents are very very good at to actually then basically convert somebody's vote to their participation quota representation in order to give a proper outcome of the votes bearing in mind that the outcome of the votes has to be announced during the course of the meeting of course it can be confirmed following and needs to be recorded in the minutes as well the minutes also need to specify how the votes were taken who voted what and it's definitely not anonymous it's actually part of the body corporate records that if anybody has any debate about whether or not a vote was legally or correctly taken they're actually able to go and see who was at the meeting who was represented call room participation quota and actually have a look at how people voted and even compare how a proxy was supposed to vote versus how they did vote so it's very important that all of that is actually done properly and recorded either in writing or electronically for this investigation to happen afterwards if needed so Linda as we wrap up any final tips for views at home when it comes to special general meetings so interestingly I've been going to quite a few meetings obviously remotely and some of them have obviously dealt with call room issues so I find it very difficult to ensure that a call room of a meeting is maintained when everybody's cameras and their mute buttons are on and very often we are sitting in our PJs or having dinner or something along those lines and don't necessarily want our cameras on but it's very important to remember that a call room of a meeting has to be maintained for the business of the meeting to proceed and for voting items to be taken it's not just the call room at the start of the meeting but the call room for the duration of the meeting so if people are not going to participate in a meeting they're not going to have their cameras on their audio on it's very important for whoever that is running the meeting to have a constant check in to make sure that they still have a call room to make sure that people are still there you mentioned in your situation that somebody had technical difficulties and we went off the meeting that would affect your call room so you need to encourage participation even if you're going to mute people because of background noise and all that fun stuff you still want people to be able to participate just to ensure that you've still got your call room and we're going to leave it there this evening Zelinda thank you so much for joining us on the show thank you so much for the invitation have a fantastic evening further and that is Zelinda Fernamarva who's the co-founder and director at TBDM consultants wrapping up the Monday edition of the private property park cast with myself unfortunately William Delaney did not message us in time and so the money is going to roll over into the money bag so tomorrow evening you can stand a chance of walking away with 1,000 rands remember if you know that you have either commented tagged your friends or shared the post that is pinned on our Facebook page you want to make sure that you watch the show because if we call your name then you need to text us down here below to claim your price well that's where we're going to leave it this evening with my samples I'll be back on your screens with a camera we're going to sort out these technical glitches tomorrow evening at 7 p.m. until then hoping you're staying home and staying safe