Do you have to elect a chairperson in a body corporate?

This is a question I was recently asked during a consultation with a client. Now, according to the Sectional Titles Schemes Management Act 8 of 2011 (the STSMA), the trustees must elect, from their number, a chairperson.

This is normally done at the first trustee meeting following the Annual General Meeting (AGM).

Sometimes, the management rules of a body corporate would dictate who the chairperson must be. In this regard, it may be an independent person, or the developer, or the developer’s representative(s). It may even have to be a trustee from a specific component of the scheme, for example, the residential or commercial component in a mixed-use development. I have heard of trustee committees having a rotating chairperson, meaning that at each trustee meeting, a different trustee would hold the position of chairperson. It is important to remember that, other than for chairing a trustee or general meeting, or exercising an additional vote (in the event of a deadlock of votes of the trustees), the chairperson exercises no additional functions or powers, and holds no additional liability, than that of any other trustee. It seems, however, that a common perception is that the chairperson is the one ‘pulling the strings’, which is sometimes not untrue.

In my personal experience, when owners are unhappy with the outcome of a decision of the trustees, or do not find joy with the managing agent, they immediately wish to engage directly, and with urgency, with the chairperson. I would remind any such owner that all decisions are made by the trustees collectively, and that the managing agent is merely instructed to fulfill a task or relay the outcome of such a decision.

What is the answer to the question then?

Yes, each body corporate must have a chairperson, and such a person must be nominated and elected by the majority of their fellow trustees, not the members of the body corporate. As mentioned earlier, the chairperson is elected at the first trustee meeting, preferably held a few short minutes after the closure of the AGM, to ensure that there is no delay in the administration and management of the body corporate.

As trustees, if you can’t decide, or if there’s some form of conflict of interest preventing you from electing a chairperson from among your number, you have a choice to either refer the decision to your members by ordinary resolution, or appoint an external independent party to hold this position, noting that you must stay within the number of trustees as determined at the AGM, and within the budget as approved by the members, similarly at the AGM.

Should you require assistance in regard to this topic, or if you wish to appoint us as a professional trustee or chairperson, don’t hesitate to contact us today at 061 536 3138 or at info@tvdmconsultants.com