How to Call a Body Corporate EGM in NZ

Most body corporate decisions happen at the annual general meeting. But sometimes issues come up that cannot wait twelve months. An extraordinary general meeting, or EGM, allows a body corporate to deal with urgent or important matters outside the AGM cycle.

This article explains the different ways an EGM can be called in New Zealand, the rules that apply to each, and what the committee, chairperson and body corporate manager are each required to do.
The rules sit in the Unit Titles Act 2010 and the Unit Titles Regulations 2011. They apply to all body corporates across New Zealand.

Quick Answers

What is a body corporate EGM?

An EGM is any general meeting held outside the body corporate's annual general meeting. It allows the body corporate to deal with matters that are urgent, time-sensitive or too important to wait until the next AGM. EGMs follow the same procedural rules as AGMs, including notice requirements, quorum and voting.

Who can call a body corporate EGM in New Zealand?

An EGM can be called by the body corporate committee or by the chairperson. It must also be called by the chairperson if the chairperson receives a written notice signed by or on behalf of owners of not less than 25 percent of the principal units, as provided under Section 89A of the Unit Titles Act 2010. In some cases, a body corporate manager may hold contractual authority to call a meeting, though this is not universal and is discussed further below.

What are the notice periods for a body corporate EGM?

The notice period depends on the type of EGM. For ordinary EGMs, at least 1 week's notice is required under Regulation 8 of the Unit Titles Regulations 2011. For EGMs involving an election, a prior notice of intention is required at least 2 weeks in advance (or 4 weeks for parent unit title developments) under Regulation 7. For Section 89A EGMs, the chairperson must issue the meeting notice within 5 working days of receiving the Section 89A notice, the EGM must be held within 3 weeks, and the meeting notice must be given at least 1 week before the EGM.

What is a Section 89A EGM?

Section 89A of the Unit Titles Act 2010 gives owners the right to require an EGM by giving written notice to the chairperson. The notice must be signed by or on behalf of owners of not less than 25 percent of the principal units. Once the chairperson receives a valid notice, they are required to call the EGM. This gives owners a mechanism to call a meeting without relying on the committee to act.

Does a body corporate EGM need a quorum?

Yes. A quorum requires owners representing not less than 25 percent of the total number of principal units to be present or represented by proxy, and those voters must be eligible to vote. Where the body corporate has 2 or more members, at least 2 persons must be present. If a quorum is not reached, the meeting cannot conduct binding business.

What Are the Different Ways to Call a Body Corporate EGM?

There are three main ways an EGM can be called. Each has its own process, trigger and obligations.

Committee-Initiated EGM

The committee can call an EGM at any time by passing a resolution to do so. This is the most common way EGMs are called in practice.

Typical reasons a committee might call an EGM include:

• A significant or urgent building repair or maintenance issue

• A proposed change to the body corporate's operational rules

• A major insurance decision or claim

• A change in management arrangements

• A financial decision that falls outside normal operating budgets

• A dispute or matter requiring a vote from all owners

The committee must pass a valid resolution to call the meeting. The chairperson acting alone is generally not sufficient unless the committee has formally delegated that authority. Once the resolution is passed, the chairperson is responsible for issuing notice to all owners in line with the applicable notice period.

Owner-Initiated EGM Under Section 89A of the Unit Titles Act 2010

Section 89A of the Unit Titles Act 2010 gives owners the right to require an EGM without going through the committee. This is an important protection for unit title owners who feel the committee is not acting on significant matters.

Who can use Section 89A?

Owners of not less than 25 percent of the principal units in the body corporate can require an EGM by giving written notice to the chairperson. The threshold is based on the number of principal units, not ownership interest percentages. Owners should confirm how many principal units are in the body corporate and whether the units behind the request meet the threshold before submitting the notice.

What must the written notice include?

A valid Section 89A notice should include:

• The full names of all owners making the request

• Their respective unit numbers

• A clear statement that the notice is given under Section 89A of the Unit Titles Act 2010

• The specific matters the owners want addressed at the meeting

What happens after the chairperson receives the notice?

Once the chairperson receives a valid Section 89A notice, they are required to call the EGM. The timeframes are specific:

• The meeting notice must be issued within 5 working days of receiving the Section 89A notice

• The EGM must be held within 3 weeks of the Section 89A notice being received

• Owners must receive at least 1 week's notice of the meeting

The chairperson cannot refuse or delay unreasonably. The matters listed in the Section 89A notice must appear on the agenda. The chairperson may include additional agenda items but cannot remove or substitute the matters raised by the requesting owners.

According to the team at Crockers Body Corporate, one of the most common mistakes when using Section 89A is not confirming the principal unit count before submitting the request. If the requesting owners do not represent at least 25 percent of the principal units, the notice is not valid and the chairperson is not obliged to act on it.

Note: Chairpersons who receive a Section 89A notice and are uncertain about their obligations should seek professional or legal advice before responding.

How Does the Nomination Process Differ Between a Committee-Called EGM and a Section 89A EGM?

This is one of the most practical and least understood differences between the two types of EGM. It becomes particularly relevant when the EGM involves electing a new chairperson or replacing a committee member.

Committee-called EGM: standard nomination process applies

When a committee calls an EGM that includes an election, for example because a chairperson or committee member has resigned, the standard nomination process under Regulation 7 of the Unit Titles Regulations 2011 applies. This means:

• A prior notice of intention to hold the election must go out to all owners

• The prior notice must be given at least 2 weeks before the EGM (or 4 weeks for parent unit title developments)

• Owners have the opportunity to put themselves or others forward as candidates during this period

• Nominations are collected and confirmed before the meeting takes place

• The election then runs at the EGM based on those confirmed nominations

This process gives all owners a fair opportunity to participate in determining who leads the committee, rather than decisions being made by a small group without broader owner input.

Section 89A EGM: Regulation 7 does not apply

When an EGM is called under Section 89A, Regulation 7 of the Unit Titles Regulations 2011 does not apply. This is confirmed in Regulation 7(5), which states that Regulation 7 does not apply where the EGM is required by Section 89A of the Act.

In practical terms, the requesting owners can include their nominations in the meeting papers when they call the EGM. There is no separate nomination round required beforehand.

The committee can still put forward their own nominations. Both sets of nominations go to owners as part of the meeting notice. But the formal prior notice of intention that would otherwise be required does not apply.

This is a meaningful difference. Owners using Section 89A to replace a chair or committee member can move more quickly, without waiting for a nomination round to complete before the meeting can proceed.

Can a Body Corporate Manager Call an EGM?

A body corporate manager does not have an automatic right under the Unit Titles Act 2010 to call an EGM. Whether a manager can call a meeting depends entirely on the terms of the management contract or a written delegation from the committee.

Some management contracts include provisions that allow the manager to call meetings on behalf of the body corporate. Where this authority exists, the manager must still comply with all notice requirements and procedural rules that apply to any other EGM.

However, not all body corporate managers hold this authority, and there are good reasons why some management companies choose not to include it.

Crockers' position on managers calling EGMs

Crockers Body Corporate does not include a contractual right for the manager to call an EGM in its management contracts. This is a deliberate governance decision, not a gap in the contract.
Crockers' view is that a body corporate belongs to its owners. Governance decisions, including the decision to call a general meeting, should sit with the owners and their elected committee. The manager's role is to advise, administer and implement decisions, not to initiate governance processes.

There is also a practical governance concern worth noting. A contractual clause that allows a manager to call an EGM can, in some circumstances, create a perceived conflict of interest. For example, such a clause could potentially be used in situations where a committee is considering changing management companies. While these clauses may have legitimate administrative purposes in some contracts, Crockers' view is that the authority to call meetings should remain with the owners and their elected committee wherever possible.

Note: This section reflects Crockers' governance philosophy and is not a statement about what the Unit Titles Act 2010 requires. The Act does not prevent management contracts from including this authority where both parties agree to it.

What Are the Notice Requirements for a Body Corporate EGM?

Notice requirements vary depending on the type of EGM. Getting the notice right is one of the most common areas where procedural challenges arise.

Notice must be sent to all owners at their recorded contact addresses. It must include the date, time and location of the meeting, the agenda, and any resolutions to be voted on. Supporting documents should be circulated with the notice or as early as practicable.

What Are the Obligations of the Committee, Chairperson and Body Corporate Manager?

Calling an EGM involves several parties. Each has distinct responsibilities.

Committee obligations

The committee is collectively responsible for ensuring EGMs are called and conducted in accordance with the Unit Titles Act 2010 and the body corporate's operational rules. This includes:

• Passing a valid resolution before calling an EGM (unless the chairperson has been delegated authority)

• Responding appropriately to a valid Section 89A notice received by the chairperson

• Ensuring the agenda reflects all required business, including matters raised by owners under Section 89A

• Ensuring supporting documents are circulated with or shortly after the notice

• Ensuring the meeting is properly conducted and minutes are recorded

Chairperson obligations

The chairperson has specific procedural obligations under the Unit Titles Act 2010. These include:

• Receiving and acting on Section 89A notices from qualifying owners

• Issuing the meeting notice within 5 working days of receiving a valid Section 89A notice

• Confirming a quorum is present before the meeting begins

• Chairing the meeting in accordance with the body corporate's operational rules

• Conducting votes correctly, including confirming the resolution type required

• Declaring the results of each vote

• Signing the minutes once confirmed

Where there is no chairperson or the chairperson is absent, the committee may elect a temporary chair. The body corporate's operational rules usually set out the process for this.

Body corporate manager obligations

Where a body corporate manager has been engaged, their obligations at an EGM are shaped by the management contract. In general, the manager's role is to support the committee and chairperson rather than to control the process. Typical responsibilities include:

• Preparing and issuing notices and supporting documents on behalf of the body corporate

• Maintaining the owner register and confirming contact details before notice is issued

• Attending the meeting and providing administrative support

• Recording and distributing minutes after the meeting

• Following up on any resolutions passed at the meeting

Crockers Body Corporate recommends that committees clarify with their manager exactly what the manager will handle for each EGM and what the committee needs to action directly. This avoids gaps in the process and reduces the risk of procedural challenge.

What Type of Resolution Is Required at a Body Corporate EGM?

Not all decisions at an EGM require the same threshold of votes. Getting the resolution type wrong can invalidate a vote. The three types are set out below.

Unanimous resolutions: what are they used for?

Unanimous resolutions are uncommon. Most committee members will never need to deal with one. They are reserved for specific matters where the Act requires every eligible owner to agree before a decision can be made.

Examples under the Unit Titles Act 2010 may include certain changes to ownership interests between units and some decisions around redevelopment or cancellation of a unit title development.

To illustrate: if a body corporate of eight units wanted to redistribute the ownership interest so that one unit held a larger share than the others, all eight eligible owners would need to vote in favour. A single vote against would mean the resolution fails, even if every other owner supported it.

Practical Example: When an EGM Is Needed and How It Is Called

Here is a common scenario to illustrate how the EGM process works in practice.
A body corporate for a twelve-unit apartment complex discovers significant water ingress in the building. The estimated repair cost is $180,000, which exceeds the committee's financial delegation and requires approval at a general meeting.

The committee cannot wait until the AGM in four months because the damage will worsen and the insurance claim window is time-sensitive. The committee passes a resolution at a committee meeting to call an EGM.

The chairperson issues the meeting notice with at least 1 week's notice, includes a summary of the repair options and cost estimates, and sends the notice to all twelve owners by email in line with the body corporate's operational rules.

At the EGM, owners review the options, hear from the committee, and vote to approve the repair work. Minutes are recorded and distributed within the timeframe required by the operational rules.
The committee then instructs the manager to proceed with contracting the repair work.

Key Takeaways

• A body corporate EGM can be called by the committee or by the chairperson. It must also be called by the chairperson if they receive a valid Section 89A notice from owners representing at least 25 percent of the principal units.

• Section 89A notices must be given in writing to the chairperson. Once a valid notice is received, the chairperson must issue the meeting notice within 5 working days and hold the EGM within 3 weeks.

• Notice periods vary by EGM type. Ordinary EGMs require at least 1 week. Election EGMs require a prior notice of intention of at least 2 weeks. Section 89A EGMs have their own specific timeframes.

• The standard nomination process under Regulation 7 does not apply to Section 89A EGMs. Regulation 7(5) of the Unit Titles Regulations 2011 confirms this. Requesting owners can include nominations in the meeting papers without running a separate nomination round.

• Resolution thresholds matter. Ordinary resolutions require more than 50% of eligible votes cast. Special resolutions require 75% of eligible voters who vote to vote in favour. Unanimous resolutions require all eligible owners to agree and are rare.

• Crockers Body Corporate does not hold a contractual right to call an EGM. Crockers' view is that governance decisions should sit with the owners and their elected committee.

Need Support With Your Body Corporate?

If your committee needs support with meetings, administration, compliance or owner communication, Crockers Body Corporate can help. Contact our team to find out how we can support your body corporate.

Article written by Shanon Aitken, Crockers Property Management

This article was prepared by the Crockers Body Corporate team, drawing on their experience managing body corporates across New Zealand. It is intended as general guidance only and does not constitute legal advice. Body corporates should seek independent legal or professional advice where specific circumstances require it.