COO Vacancies: A vacancy arises mid-term – what should we do?

If a Council member resigns during the term, this creates a casual vacancy.

The Council can continue to operate as long as they still have enough members to form a quorum. If a quorum remains, the Council may either fill the vacancy or continue operating with fewer members until the next AGM.

Quorum requirements:

If we have 1 vacancy and 2 owners want to join the Council, can we accept both?

No.

The number of Council members is determined at the last AGM when the Council was elected.

Example:

• If the AGM resolved that the Council would consist of 3 members and one resigns → there is 1 vacancy, so only 1 new member can be appointed.

• If the Council originally consisted of 4 members and two resign → there are 2 vacancies, so 2 new members may be appointed.

The Council cannot increase the number of Council members mid-term unless this is approved at a general meeting.

How do remaining Council members fill a vacancy?

If the remaining Council members wish to fill a casual vacancy, they may:

• Invite nominations from owners

• Advertise the vacancy (e.g. noticeboard, email, letterbox drop, owners portal, Facebook group)

• Discuss the nominations and appoint a replacement by Council decision

The newly appointed Council member can serve for the remainder of the term (until the next AGM).

If multiple owners nominate for one vacancy, the existing Council members decide who to appoint.

If the Council believes a nominee is unsuitable for the role, they are not required to appoint that person, provided the Council still has a quorum and can continue operating.

The Council may also choose not to fill the vacancy and continue with fewer members until the end of the term.

What if there is no Council?

This situation does occur from time to time. For example:

• The entire Council resigns mid-term, or

• At an AGM, insufficient owners nominate for Council (fewer than 3 members)

If there is no elected Council, all owners effectively perform the Council functions for the next 12 months. However, in practice this can make decision-making very difficult because decisions require majority votes of all owners.

In this situation, an Extraordinary General Meeting (EGM) can be called to elect a new Council.

An EGM can be requested if owners representing at least 25% of the unit entitlements request a meeting in writing. Once this request is received, the Strata Manager can issue a notice of meeting to all owners to elect a new Council.

Casual Vacancy vs Vacant Position (Important Difference)

Casual Vacancy

A casual vacancy occurs when a Council member resigns, sells their lot, or cannot continue during the term.

The remaining Council members may:

• Appoint a replacement, or

• Leave the position vacant until the next AGM

Vacant Position

A vacant position is used like a placeholder to increase quorum requirements. E.g. The Strata Company decides to have a COO of 7, but only 4 volunteer and there are 3 Vacancies. Therefore, a quorum of 4 is required. The vacancies remain for the term and are not filled.

Vacant positions remain unfilled until:

• The next AGM, or

• An EGM is called to elect additional Council members

In Simple Terms

• Casual vacancy = someone was on Council and left mid-term

• Vacant position = the seat was never filled in the first place