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appoint Trustee

By Rita Badenhorst on Wed, 02 Jan 2019 at 18:34

all 5 trustees in our complex would not accept to come on as a trustee for next year. We could only get 4 to accept and the owners in the meeting voted that we only will have 4 Trustees for the year 2019 May these 5 Trustees bring in a 5th one.We dont make use of a managing agent

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RE: appoint Trustee

Frances Paton replied on Thu, 03 Jan 2019 at 09:31

Unfortunately you can’t. The maximum number of trustees who can hold office aat any time is the number determined by the body corporate members at the last AGM. The STSMA and Rules make no provision for the trustees to increase their own number beyond what the body corporate has determined. What they (or the body corporate members in general meeting) can do is replace a trustee who has ceased to hold office for any reason. The trustees can also temporarily replace a trustee who is absent or otherwise unable to perform the duties of a trustee. See PMRs 7(5) and (7).

RE: RE: appoint Trustee

Rita Badenhorst replied on Thu, 03 Jan 2019 at 10:40

Thank you I am one of the new Trustees will let the other 3 know we are not allowed to bring in the one trustee that was appointed and declined Regards and a happy new year to you all

RE: appoint Trustee

Nico Carstens replied on Sat, 05 Jan 2019 at 07:25

But can the Trustees not co-opt the 5th person as an advisor without official voting rights.

RE: RE: appoint Trustee

Murray Bennett replied on Sat, 05 Jan 2019 at 16:46

As far as I understand it only an alternate trustee can be appointed for a specific period, refer to this Paddocks article.

https://paddocksblog.com/2018/07/25/what-you-need-to-know-about-replacement-trustees/

RE: RE: RE: appoint Trustee

Frances Paton replied on Sat, 05 Jan 2019 at 20:07

I believe some confusion may have arisen here. It is clear that if the body corporate at the AGM has decided that there should be four trustees for the year ahead, the trustees do not have the right to appoint a fifth trustee.
If a trustee permanently ceases to hold office the remaining trustees or the members in general meeting can appoint a replacement trustee in terms of PMR 7(5). PMR 7(7) deals with the situation where an existing trustee is “absent or otherwise unable to perform the duties of that office” and the other trustees resolve to appoint another person as a replacement trustee for a specified period. Paddocks states:
“Examples of situations where trustees are absent or otherwise unable to act as trustee are where they are temporarily ill, are overseas or on holiday or have other work commitments.”
In other words, where a trustee is either permanently or temporarily absent the other trustees are entitled to co-opt another person as trustee in order to maintain the number authorised by the body corporate.
This is not what is being considered here. The trustees are not proposing to increase their number, but merely to take advantage of the knowledge or expertise or other contribution of a person who is not a trustee. I am not aware of anything in the STSMA or rules which prohibits this. So, for example, the trustees could form a committee or sub-committee and co-opt one or more non-trustees to serve on it. They could also use the non-trustee as an adviser from time to time. All body corporate members are entitled to attend (subject to the specific exceptions listed in PMR 11(3)) and speak on any matter on the agenda at trustee meetings, but cannot propose or vote on any motion. This would apply equally to members of the body corporate who have been co-opted to assist the trustees. However, unless they have been appointed in terms of PMR 7(5) or (7) they are not trustees themselves.

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