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CHAPTER 8 (Part 3 & 4): BY-LAWS AND LODGEMENT, CONDUCT MEETINGS AND…

- - - - Must be supported by passing a Special Resolution in the general meeting
      - Must not contradict the prescribed by-laws
      - Will only be in force if the copy of the by-laws under the MC's common seal has been lodged with the COB not later than 45 days after passing the resolution by MC
      - Must display the additional by-laws on the notice boards
    - - Must be supported by passing a Special Resolution to be considered approved
      - Additional by-laws passed in the AGM can only take effect after a certified true copy under the MCs common seal is lodged with the COB within 45 days of the passing of motion
      - Must give a written notice to the Secretary from the MC and ask for the proposed additional by-law to be included in the agenda of the AGM
    - - MC/SP/Resident can apply to the Court for an order to :
        
        Stop SP who did not comply with the By-Law
        
        Recover damages
- - - - To avoid disputes with insurer on replacement values of units in event of damage/destruction, SPs encouraged to submit a list of improvements made in their units to MCST for record-keeping
      - • To ensure equitability, SPs that do so are likely to incur a higher insurance premium than other SPs that did not make improvements
      - • Ought to include clauses on loss of rental income or expenses incurred during building re-construction stage
      - • Common exclusion: damage caused by leakage of sprinklers (MCST should not neglect this important aspect)
- - - - Within 13 months after date of constitution of the MC
        
        If there is a written request from SPs who hold at least 10% of the total number of strata lots in the development
        
        Developer must convene the First AGM within 8 weeks upon receiving the written request
        
        Requisition can only be made by a registered SP to whom the developer has transferred the ownership of the unit to
    - - After first AGM
        
        Subsequent AGMs must be held on each calendar year and not more than 15 months after the date of last AGM
    - - Ways to convene EOGMs
        
        MC Council
        By majority vote of the MC Council
        
        SPs
        
        MC must hold EOGM within 6 weeks after the Secretary receives the requisition from SPs
        
        To serve a requisition, 20% or more of the total share value of all lots; or 25% or more of the total number of SPs
        
        If MCST fail to issue notice of meeting after 14 days of receiving the request, SP can proceed and conduct EOGM within 3 months after requisition
      - Preparation of documents before the meeting for EOGM and AGM
        
        Audited Accounts
        Appoint auditor & ensure accounts are audited end on date not earlier than 4 months before actual AGM
        
        Agenda Notice
        Specify the place, day & time for the meeting and attach a copy of the minutes of the latest preceding general meeting, if any
        Include proposed motions to be considered at the meeting:
        
        Adoption of the accounts for a period ending on date within 4 months from the AGM
        
        Confirmation of the minutes of the last AGM and/or EOGM held in the year, if applicable
        
        Decision on the number of council members to be elected
        
        Determination of the amount to be raised for the MF & SF
        
        Approval of the proposed annual budget of the MC for the new financial year
        
        Decision if any matter or type of matter is to be decided only by the MC in a general meeting
        
        Appointment of auditor
        
        Report on the insurance coverage & review the adequacy of the insurance of the MC
        
        Decision on the termination of any MA or for the continuation of the MA for the next ensuing financial year
        
        Decision on the termination of any MA or for the continuation of the MA for the next ensuing financial year
        
        Copy of Proxy Form
        
        Copy of Authorisation Letter
        
        Copy of Nomination Form
        
        Explanatory Notes on the Proceedings of the General Meeting
      - Requesting a motion for inclusion in general meetings (AGM & EOGM)
        
        A request can be sent by SP, before the scheduled meeting to the secretary of the MC Council . The Secretary must include motion in the forthcoming meeting. If motion is received after Notice of meeting sent out, Secretary will table in next meeting
        (Good MC practice:
        Put on notice board the date of forthcoming meeting so SP can request tabling motion)
      - Notice period required for Agenda Notice (AGM & EOGM)
        
        a) If all motions in the Agenda are to be decided by Ordinary Resolution only
        
        Notice must be served at least 14 days before scheduled meeting date
        
        Meeting can be held on the 15th day (or later) after date of service of notice
        
        b) If there is any motion in the Agenda that needs to be decided by Special , Unanimous , 90% , Comprehensive Resolution or Resolution by Consensus
        
        Notice must be served at least 21 days before schedules meeting date
        
        Meeting can be held on the 22nd day (or later) after date of service of notice
        
        (Note: When calculating the no. of days, the MC should:
        -Exclude both the day on which the notice is sent
        -The day on which the meeting is to be held)
      - Display of Names of Persons entitled to vote in general meeting (AGM & EOGM)
        
        Secretary of the MC Council must display the names of persons entitled to vote in the meeting together with the lots represented on a notice board in the common areas at least 48 hours before the GM
        
        All persons named must have paid up any arrears they owe to MC under the BMSMA at least 3 days before the commencement of the GM
      - Nomination of Management Council and Council members (AGM & EOGM)
        
        Notice for an AGM must include a call for nominations for council members
        
        Secretary of the MC must give notice at the meeting of every nominations received
        
        Joint SPs can only nominate 1 candidate
        
        Ownership of 1 lot entitles nomination of 1 person for election
        
        SPs owning multiple lots may nominate more than 1 candidate based on
        -Proportion to SP's share value
        -Not exceeding 49% of the total no. of council members
        
        Persons nominated for election as council member at AGM must give his consent prior to the AGM
        
        If nominated individual is unable to attend, he must send consent in writing at least 48 hours before the AGM
      - Methods of Serving Agenda Notice of Meeting (AGM & EOGM)
        
        a) Pre-paid Registered Post
        Assumed to be served on the 3rd working day after the day the notice was posted
        (Note: MC should request a certificate of posting from the postal service provider to show proof of SP's receipt of notice)
        b) All other Types of Post Except Pre-Paid Registered Post
        Assumed to have been served on the 4th working day after the day the notice was posted
        c) Electronic Mall (i.e. email)
        
        To the last email address given to the MC by the SP.
        
        Must be posted to all the SP's address for service or to last known place of residence/business
        
        d) Facsimile Transmission
        Considered served only when there is an acknowledgement by electronic or other means showing that the notice has been received at the destination the fax was sent to
        e) Physical Delivering to or Affixing on the Front Door or Any
        Considered served on date of delivery or affixing of the notice
      - Quorum (AGM & EOGM)
        
        A quorum is the minimum number of SPs at a meeting before binding decisions can be made
        
        No business can be transacted without a quorum
        
        Conditions:
        A1 -SPs who together own at least 30% of the total share value of the lots in the MC are present at the meeting
        A2 -If at least 30% of the total share value of the lots in the MC is owned by the Chairperson of the MC who is present at the meeting in person
        B - "Half-Hour Rule"
        In most cases where the MC is unable to meet either Condition A1 or A2 at the appointed time of meeting, condition B may kick in where 30 minutes after the appointed time of the meeting, two or more SPs are present at the meeting in person. (Condition is only applicable if it is convened by the council)
      - Voting & Vote Counting (AGM & EOGM)
        
        a) Eligibility requirements:
        
        SP/mortgagee in possession/receiver
        
        Joint SPs/co-mortgagees' seniority according to order of names recorded in the strata roll
        
        1st mortgagee of the lot provided that SP does not cast a vote
        
        1st SP in succession
        
        SP who is a trustee
        
        An appointed proxy
        
        SP must not owe any debt to MC
        
        b) Method of Voting in Meeting Specified As By Use of Voting Slips
        c) Details Indicated in the Voting Slips
        d) All Voting Must Use Voting Slips Prepared by the MC (whether or not a poll will be taken)
        e) Each lot carries 1 vote
        f) Motion decided according to the number of votes casted FOR, AGAINST, ABSTAINED
        g) Under Instrument of Proxy, an abstain vote will not be counted in the calculation of votes
        h) Motion may also be decided by polling in the following cases:
        
        If the BMSMA specifies that a resolution is to be passed only after a poll is taken; or
        
        In the case of an Ordinary Resolution, if a person demands a poll
        
        i) When a poll is called, voting will be based on share value of the lot (as opposed to 1 lot, 1 vote)
        j) MC may appoint persons to scrutinize the counting of votes for transparency
        k) Voting slips should subsequently be collected by the MC & retained for record purposes
      - Appointment of Office Bearers (AGM & EOGM)
        
        Appointment of the Chairperson, Secretary & Treasurer may be appointed at the AGM
        
        Individuals will be prohibited from holding the following positions concurrently
        
        Prohibition shall not apply for strata-titled developments with less than 10 lots
      - Adjournment of AGM (AGM & EOGM)
        
        May be adjourned for any reason if a motion to adjourn the meeting is passed at the meeting
        
        A time and place must be fixed for the adjournment to be resumed
        
        Notice to be served for the meeting to be resumed must comply with the BMSMA requirements for notices as prescribed all requirements with regard to notices
      - After the General Meeting (AGM & EOGM)
        
        Writing of Minutes of Meeting:
        
        Date, time & place of meeting
        
        Name of SPs present at the meeting
        
        Name of SPs who have appointed proxies
        
        Name of the proxies present at the meeting
        
        Results of the votes on every motion submitted at the meeting
        
        Text of every resolution passed at the meeting
        
        Display of Minutes of Meeting
        
        MC must display a copy of the minutes of the general meeting on the common notice board, within 45 days after the meeting for a period of at least 14 days
        
        Notice board may be online maintained on a website
        
        Distribution of Minutes of Meeting
        
        Copy of the minutes may also be distributed to every SP by post or through electronic means
        
        Maintain all Records of Meetings & Minutes
        E-File AGM returns using BCA's eAGM Services
  - - - Recommended frequency : once a month - Purpose is to allow council members to meet and decide on matters related to running the development effectively and efficiently
    - - Notice of agenda must state that :
        
        Place,day and time of meeting
        
        Detailed agenda for meeting
        
        How the meeting is to be held
        
        All motions which MC Council desires to pass during the meeting
        
        Notice is to be displayed on notice boards in common areas
        
        Notice is required at least 3 days before the date of the meeting
      - If the SPs disagree with the detailed agenda
        
        SPs may choose to serve notice in writing on the Secretary
        
        Notice must be served on the Secretary before MC makes a decision of the agenda item
        
        Notice must be signed by the SPs who own collectively one-third or more of the lots in the development
    - - Quorum: the minimum number of members of an assembly or society that must be present at any of its meetings to make the proceedings of that meeting valid.
        
        Majority of council members present (face-to-face or online)
        
        A council member is deemed to be present at a meeting even if they cannot vote or has withdrawn from the meeting due to declaration of interest
        
        Quorum remains throughout the meeting if there are decisions on matters which can be made at the Council meeting
      - Presiding of Meeting
        
        First meeting after the AGM
        
        Appointment of office bearers ; if not already done so
        
        Declaration of interest by all council members
        
        Appointment of auditor if not already done so at the AGM
        
        Standard operating procedures for services procurement and for decision making for emergency requirements
        
        Chairperson must preside at all of the Council Meetings
        
        If Chairperson is absent, the council members must decide among themselves who should stand-in to act as the Chairperson
      - Restriction on Attendees
        
        SPs can attend Council Meetings but must seek permission from Chairperson to speak
        
        For two-tier MCs, SP of sub-MC can attend the main MC Council Meeting
      - Resolution & Decision Making
        
        Quorum to be met at all times when decisions are made during the meeting.
        
        Decision on any motion made is considered to be made based the majority of council members present vote in favour.
        
        Decisions made by the Council is considered as decisions made by MC, expect for restricted matters such as :
        
        BMSMA specifies that only the MC can decide in the AGM
        
        Decided by the general body to restrict the Council's decision making powers
      - Voting
        
        Each council member (including Chairperson) is entitled to one vote
        
        If it results in a tie, Chairperson does not have a casting vote to break tie.
        
        Decision on any motion made by a majority vote
        
        Vote can be in writing even if the meeting is not held
        
        Resolution must be recorded in minutes
      - Resolution in Writing in the Absence of Council Meeting
        
        Where an intended Council meeting is not hold, Council can choose to pass a Resolution in writing.
        
        Notice given in accordance to the schedule of the intended meeting of council or executive committee
        
        Copy of the motion for the resolution was served on each council member or executive committee
        
        Resolution was approved in writing by a majority of council members or executive committee
        
        Motion for the resolution does not concern any matter that the MC or Sub-MC, determined under S(9) of BMSMA, may only be decided upon its council or executive committee at the meeting.
      - Adjournment of Council Meeting
        
        Adjourned for any reason if a motion to adjourn the meeting is passed at the meeting.
        
        Council must give notice of time & place a meeting adjourned is to be resumed.
        
        Notice of time & place fixed for the resumed meeting must be given at least 3 days before the resumed meeting by :
        
        Displaying notice on notice boards of the MC or Sub-MC OR Serving notice on each Council member
    - - Writing Minutes of Meeting
        
        Secretary must prepare and distribute minutes of council meetings.
        
        Minutes must contain :
        
        Date, time and place of meeting
        
        Names of council members present at the meeting and voting
        
        Result of votes on every motion submitted at the meeting
        
        Text of every resolution passed at the meeting
        
        Declaration by council members, any direct or indirect pecuniary interest in any matter before the Council
      - Display of Minutes of Meeting
        
        Must display a copy of the minutes of the meeting on common notice boards within 14 days after the meeting for a period of at least 14 days.
        
        Notice board can be online notice boards maintained on a website
      - Distribution of Minutes of Meeting
        
        Copy of minutes can be distributed to every SP by post or through electric means
      - Maintain all the Records of Meeting & Minutes of Meeting