Reasonable details when summoning the AGM (Thai Condo Act Section 42/3)

[WorkingTourist]

On our last AGM someone proposed a change to common property under the “any other business” item on the meeting agenda.

This meant that no-one had seen the proposal beforehand. According to section 42/3 (on summoning to the AGM): “reasonable details shall be made and forwarded to the joint owners at least seven days prior to the meeting date”.

My claim is that a proposal to change common property would need to be sent out to the joint owners before the meeting, so that they can show up or vote by proxy, if they have any interest in the outcome.

Our manager, who is a lawyer, told me that it was enough that the meeting agenda had been sent to the joint owners, because it had “any other business” on it, so it was reasonable to expect that anything could be “discussed” here (even a vote to change common property).

Basically this is about two different interpretations of the Thai Condo Act (mine and our managers), so what I am interested in here is, if someone can recommend a lawyer who specializes in this topic, that would be able to give me a somewhat more authoritative answer.

[KittenKong]

It's true that "any other business" allows any other items to be discussed and voted on, even if details have not been provided in advance. If the proposal comes from someone who is not on the committee there is no reason why it should be on the agenda anyway, as the agenda is set by whoever calls the meeting.

What should protect co-owners interests in this case is that the condo act stipulates that changes to common property require a majority vote of at least 50% of the total co-owner vote (not just those present). Your building regs may also have some bearing on this.

In many buildings a 50% turn-out would be unheard of.

[WorkingTourist]

What should protect co-owners interests in this case is that the condo act stipulates that changes to common property require a majority vote of at least 50% of the total co-owner vote (not just those present). Your building regs may also have some bearing on this.

Our developer still had a 50% vote, and they voted “as the majority”, which was made up of less than a handful of people, since people either did not know there would be made these proposals (and thus did not show up nor vote by proxy), or they had not yet received their title deed (like myself) and thus could not vote.

The main fault is really with the developer, they should not have voted in favor of these suggestions with so few backers. I talked with them about summoning an EGM to rectify things, but they assured me that the suggestions would not be implemented right away, as they would discuss it on next board meeting, sadly our chairman has no respect for the spirit of the law, so despite not even having the full support of the board (and my letter to the board raising my concerns), he has ordered the manager to start implementing his suggestions.

It’s a travesty and a mockery of what is supposed to be a joint-ownership of this building.

I have gotten a much better understanding of problems with condominium committees. Not that this couldn’t happen many other places, I have just never come across someone with such obvious disregard for democracy as our current chairman.

[blackcab]

It's not a travesty or a mockery. It's actually democracy as the majority of the ownership voted and their decision prevailed.

It is always this way with new condos and it often stays this way with older condos too.

By the time anyone gets round to changing things the coffers are empty and the sinking fund is sunk.

[KittenKong]

What should protect co-owners interests in this case is that the condo act stipulates that changes to common property require a majority vote of at least 50% of the total co-owner vote (not just those present). Your building regs may also have some bearing on this.

Our developer still had a 50% vote, and they voted “as the majority”, which was made up of less than a handful of people, since people either did not know there would be made these proposals (and thus did not show up nor vote by proxy), or they had not yet received their title deed (like myself) and thus could not vote.

The main fault is really with the developer, they should not have voted in favor of these suggestions with so few backers. I talked with them about summoning an EGM to rectify things, but they assured me that the suggestions would not be implemented right away, as they would discuss it on next board meeting, sadly our chairman has no respect for the spirit of the law, so despite not even having the full support of the board (and my letter to the board raising my concerns), he has ordered the manager to start implementing his suggestions.

It’s a travesty and a mockery of what is supposed to be a joint-ownership of this building.

I have gotten a much better understanding of problems with condominium committees. Not that this couldn’t happen many other places, I have just never come across someone with such obvious disregard for democracy as our current chairman.

If the developer still owns half the building then there isn't much stopping them from using their vote.

However this section of the condo act may have some impact on that vote:

Section 45 In casting of votes, each joint-owner shall have the votes according to the ration of his ownership in the common property.

If one joint-owner owner has the votes more than half of the total votes, the number of votes shall be reduced to remain equivalent to the total votes of all other joint-owners.

Bear in mind that to change the common areas the majority vote must be at least 50% of the total vote.

As for your chairman being an a-hole, ours is many times worse.

[KittenKong]

It's not a travesty or a mockery. It's actually democracy as the majority of the ownership voted and their decision prevailed.

This sort of situation merely emphasises the inability of Thais to draft sensible and logical law, and to apply it or enforce it. The Thai language is inherently unsuited to any such purpose also: it is far too vague.

[blackcab]

It's not a travesty or a mockery. It's actually democracy as the majority of the ownership voted and their decision prevailed.

This sort of situation merely emphasises the inability of Thais to draft sensible and logical law, and to apply it or enforce it. The Thai language is inherently unsuited to any such purpose also: it is far too vague.

I completely agree. I've watched really clever people struggle to translate business English into Thai and keep the meaning the same.

[WorkingTourist]

If the developer still owns half the building then there isn't much stopping them from using their vote.

[…]

Bear in mind that to change the common areas the majority vote must be at least 50% of the total vote.

The problem is not with the developer per se, only that the developer’s policy is to “vote as the majority”, and that the first AGM was held prior to having issued title deeds to many buyers, so the (very) few people who had their title deed on the first AGM could get their resolutions passed without problems.

I suspect the developer’s lack of fluent English means that they did not fully understand the resolutions passed on the AGM and that it’s easy for the chairman to trump them in board meeting arguments, because I got the impression that the developer isn’t happy about the situation, but as said, they wanted to try and rectify it on “next board meeting” rather than go the EGM route, and now that the chairman has already gone ahead and spent money on the changes he wanted to make, it seems sort of pointless to hold an EGM, especially since I will leave Thailand before it can be summoned, and the developer lack contact info on some owners…

This is why I had hoped I could get the vote declared void because meaningful info had not been sent to the co-owners prior to the meeting.

[WorkingTourist]

It's not a travesty or a mockery. It's actually democracy as the majority of the ownership voted and their decision prevailed.

As said, less than a handful of people were able to vote on the first AGM (because of delayed title deed transfers) so those who could vote were only a small subset of who will live in the building.

Furthermore, while the minutes have not been sent out yet (I have asked for it twice), to inform the owners about what was passed on the AGM, the chairman has ordered his changes implemented. Initially he wanted our developer to implement them, but as the developer stalled, he has now made the management company handle it. This is despite not yet having set up sinking fund etc.

To me it looks like the chairman wants this done ASAP because he knows that he is on thin ice.

[blackcab]

Will it ever be possible to get 50% of the owners to reverse the change?

[KittenKong]

Will it ever be possible to get 50% of the owners to reverse the change?

If the developer still has 50% of the vote, and always votes with the majority, it should be quite easy.

[WorkingTourist]

Yeah, getting things reversed is probably not that big of a deal, and I might even be able to live with the resolutions passed (now that the damage is done and money have been wasted on this), it is mainly the process I have an issue with, so I had hoped that my interpretation of the Condo Act was the proper one, i.e. that joint owners must receive meaningful information seven days prior to a vote about changing common property, but it seems KittenKong is in agreement with our manager, and as the Condo Act does require “no less than a half of the voting rights”, I can certainly see that normally it would not be possible for members to get fundamental changes done under “any other business” on an AGM with few participants, but sadly because of delayed transfers and our developer’s policy of voting like the majority, someone did manage to exploit the situation — what a great start for a new condominium…