Knowledge Highlights 30 April 2020

On 27 April 2020, the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Management Corporations, Subsidiary Management Corporations and Collective Sale Committees) Order 2020 (“Order”) was gazetted. The Order, which comes into operation retrospectively on 27 March 2020, sets out the alternative arrangements to personal attendance in respect of:

  • general meetings of management corporations (“MCs”) for the purposes of a collective sale;
  • meetings of collective sale committees (“CSCs”); and
  • general meetings of MCs (other than for the purposes of a collective sale) and general meetings of subsidiary MCs.

Given the Covid-19 situation and elevated safe distancing measures, MCs and CSCs have experienced difficulties holding general meetings for collective sales and meetings of CSCs in the manner prescribed under the Land Titles (Strata) Act (“LTSA”). MCs and subsidiary MCs have also experienced difficulties holding general meetings in the manner prescribed under the Building Maintenance and Strata Management Act (“BMSMA”). The Order prescribes how such meetings may be conducted partially or wholly by electronic communication, video conferencing, tele-conferencing or other electronic means (“electronic means”), during the period from 27 March 2020 up to and including 30 September 2020 (“Relevant Period”). Meetings convened and conducted in accordance with the Order during the Relevant Period are deemed to satisfy the requirements relating to such meetings under the LTSA and the BMSMA respectively.

On 27 April 2020, the Ministry of Law (“MinLaw”) also issued a “Guidance on Convening of General Meetings for En Bloc Sales and Meetings of Collective Sale Committees via Alternative Electronic Means amid Covid-19 Situation” (“Guidance”), which provides guidance notes for MCs and CSCs that decide to conduct such meetings in accordance with the Order during the Relevant Period. MCs which receive a relevant requisition for a collective sale during the Relevant Period may defer the corresponding general meeting beyond the statutory due date, if necessary. However, deferrals are not permitted under the Order after 30 September 2020.

This article focuses on the alternative arrangements prescribed and guidance for general meetings of MCs for the purposes of a collective sale, and meetings of CSCs.

1. Background

The making of the Order by the Minister for Law follows on from the enactment of the Covid-19 (Temporary Measures) Act 2020 (“Act”) on 7 April 2020. The Act provides temporary measures aimed at, among other things, alleviating the unexpected pressures Covid-19 has caused to individuals, firms and businesses. To provide legal certainty on the holding of meetings amid the control measures, section 27 (Part 4) of the Act allows the Minister for Law to prescribe alternative arrangements where:

  • personal attendance at a meeting or class of meetings is provided for in any written law or legal instrument; and
  • the Minister for Law considers that it would be inexpedient or impracticable for the meeting or class of meetings to be convened, held or conducted in the manner provided for in the written law or legal instrument, in view of a control measure.

The Order is part of a series of subsidiary legislation prescribing alternative arrangements to personal attendance for various categories of meetings that have since been issued. Other categories include meetings in respect of bankruptcy and corporate insolvency proceedings, and meetings of companies and trade unions.

2. Alternative arrangements for general meetings of MCs for purposes of collective sale

The alternative arrangements for the convening, holding, conducting or deferral of a general meeting of an MC for the purposes of a collective sale are set out in the Second Schedule to the Order.

The Guidance also elaborates on specific aspects of these alternative arrangements. These are set out as follows:

No.

Provision of LTSA

Alternative arrangement

Guidance

1

Provision for convening, holding, conducting or deferral of a general meeting of an MC for the purposes of a collective sale

A meeting of an MC may be convened, held or conducted, whether wholly or partly, by electronic means.

A meeting of an MC may be deferred to a date no later than 30 September 2020.

-

2

Provision for attendance at a general meeting of an MC for the purposes of a collective sale

An MC may provide that a subsidiary proprietor (“SP”) or person may only attend a meeting by observing and listening to the proceedings of the meeting by electronic means, if access to both an audio broadcast and audio‑visual broadcast is provided to the SP or person.

-

3

Provision for right or entitlement to be heard or to require representations to be read out at a general meeting of an MC for the purposes of a collective sale

An MC may provide that an SP or a person may only be heard at a meeting by electronic means in the manner provided in item 4.

A representation may be read out at a meeting by electronic means.

All SPs must be given the opportunity to ask questions within a reasonable time prior to the meeting. In this regard, they should be informed of any cut-off time by which questions must be submitted. Questions must be allowed to be submitted through electronic means (e.g. via e-mail), or by post.

All substantial and relevant questions must be addressed by the MC prior to, or at, general meetings. The MC should also address any subsequent clarifications sought or follow-up questions in respect of substantial and relevant matters, prior to, or at, general meetings. Questions may be addressed prior to the general meeting through the MC website, if available, and/or any other virtual information session that the MC may organise.

4

Provision for right or entitlement to speak on a resolution at a general meeting of an MC for the purposes of a collective sale

An MC may require an SP or a person, before the meeting, to send to the chairperson of the meeting, by post or e-mail, the matters which the SP or person wishes to raise at the meeting, and each such matter, if substantial and relevant and sent within a reasonable time before the meeting, is to be responded to at or before the meeting by electronic means.

5

Provision for quorum at a general meeting of an MC for the purposes of a collective sale

A quorum may be formed by SPs (either in person or by proxy) personally or electronically present and satisfying the relevant quorum requirements.

An SP (either in person or by proxy) is electronically present at a meeting if the SP:

(a)   attends the meeting in the manner provided in item 2;

(b)   is verified by the secretary of the council of an MC or a person appointed by the council to verify the quorum (as the case may be) as attending the meeting in the manner provided in item 2; and

(c)   is acknowledged by electronic means by the chairperson of the meeting as present at the meeting.

MCs should ensure that the electronic system used will enable the secretary of the MC (or a person appointed by the council to verify the quorum) to identify and verify the identities of SPs and proxies who attend and participate in the meeting conducted on the electronic system. The chairperson of the meeting must also acknowledge each SP and proxy present at the meeting. The quorum of the meeting should include SPs and proxies who attend and participate in the meeting via the electronic system.

6

Provision for a person entitled to vote at a general meeting of an MC for the purposes of a collective sale to vote at that meeting

A person entitled to vote, either in person or by proxy, may vote at the meeting by electronic means.

An instrument of appointment appointing a proxy, and any other supporting documents, may be submitted by e-mail to an e-mail address stated in the notice of the meeting.

For the purposes of this item, voting by electronic means may be used only if the following are satisfied:

(a)   the electronic voting system used accurately counts all votes cast for and against any proposal submitted at the meeting;

(b)   the electronic voting system used is capable of providing records from which the operation of the electronic voting system may be audited and for verification of the accuracy of the recording and counting of votes; and

(c)   the chairperson must, during the meeting, declare the result of the voting by electronic means on any proposal submitted at the meeting.

MCs should provide an e-mail address for persons entitled to vote to send their signed proxy forms (in electronic form or scanned copy) from the person’s e-mail address as maintained in the MC’s record. Alternatively, the hard copy proxy form can be sent or posted to the MC’s registered address. MCs must specify in the notice of meeting how the proxy forms may be submitted, as well as the timeline by which the instruments of proxies must be submitted.

As persons entitled to vote are unable to attend the meeting physically, remote electronic voting must be used during the meeting. The electronic voting system used must be capable of collating, recording and displaying the voting results. The MC must ensure that it has implemented the necessary safeguards to validate votes submitted, and retain records of the electronic voting process in a manner that may be audited. The chairperson presiding over the meeting must, during the meeting, declare the voting results.

7

Provision for giving of notice of a general meeting of an MC for the purposes of a collective sale

A notice of a meeting may be sent by electronic means and:

(a)   must describe the means by which the meeting can be electronically accessed (including the online location, if the meeting is held at an online location);

(b)   must set out how a person entitled to vote may vote at the meeting by electronic means;

(c)   must state how an SP or a person may send to the chairperson of the meeting the substantial and relevant matters which the SP or person wishes to raise; and

(d)   may be accompanied by any other documents relevant to the meeting.

For the purposes of this item, a notice is sent by electronic means if the notice is sent by the secretary of the MC by e-mail to the e-mail address of a person entitled to vote at the meeting notified by the person to the MC.

Notice must be served on all persons entitled to vote at the meeting. The notice should be sent by electronic means, by the secretary of the MC, if the persons entitled to vote at the meeting have notified the MC of his/her e-mail address.

The notice shall contain information on the alternative arrangements of conducting the meeting, including how persons entitled to vote at the meeting can use and access the relevant electronic system to attend the meeting, as well as the electronic means of casting votes in the course of the meeting (e.g. user ID and password for login). The notice may be accompanied by any other documents relevant to the meeting.

The notice shall also inform each person entitled to vote at the meeting of areas to take note, including a reminder to exercise due care and diligence to ensure that the login details are not disclosed to any other party. The notice shall provide an e-mail address to which SPs can submit their queries or questions, in respect of the motions tabled in the agenda of the meeting, which the chairperson of the meeting shall address at or before the meeting. A cut-off time for such queries or questions may be set by the MC.

3. Alternative arrangements for meetings of CSCs

The alternative arrangements for the convening, holding, conducting or deferral of a meeting of a CSC are set out in the Third Schedule to the Order. The Guidance also elaborates on specific aspects of these alternative arrangements. These are set out as follows:

No.

Provision of LTSA

Alternative arrangement

Guidance

1

Provision for convening, holding or conducting of a meeting of a CSC

A meeting of a CSC may be convened, held or conducted, whether wholly or partly, by electronic means.

-

2

Provision for attendance at a meeting of a CSC

A member of a CSC may attend a meeting by electronic means.

-

3

Provision for quorum at a meeting of a CSC

A quorum may be formed by members of a CSC personally or electronically present and satisfying the relevant quorum requirements.

A member of a CSC is electronically present at a meeting if the member:

(a)   attends the meeting in the manner provided in item 2;

(b)   is verified by the secretary of the CSC or person appointed by the CSC to verify the quorum as attending the meeting in the manner provided in item 2; and

(c)   is acknowledged by electronic means by the chairperson of the meeting as present at the meeting.

CSCs should ensure that the electronic system used will enable the secretary of the CSC (or a person appointed by the CSC to verify the quorum) to identify and verify the identities of members of the CSC who attend and participate in the meeting conducted on the electronic system. The chairperson of the meeting must also acknowledge each member present at the meeting. The quorum of the meeting should include members of the CSCs who attend and participate in the meeting via the electronic system.

4

Provision for a member of a CSC to vote at a meeting of a CSC

A member of a CSC may vote by electronic means.

For the purposes of this item, voting by electronic means may be used only if the following are satisfied:

(a)   the electronic voting system used accurately counts all votes cast for and against any proposal submitted at the meeting; and

(b)   the electronic voting system used is capable of providing records from which the operation of the electronic voting system may be audited and for verification of the accuracy of the recording and counting of votes.

As members are unable to attend the meeting physically, remote electronic voting must be used during the meeting. The electronic voting system used must be capable of collating, recording and displaying the voting results. The CSC must ensure that it has implemented the necessary safeguards to validate votes submitted, and retain records of the electronic voting process in a manner that may be audited.

Reference materials

The following materials are available on the Singapore Statutes Online website sso.agc.gov.sg and MinLaw website www.mlaw.gov.sg:

Further information

Allen & Gledhill has a Covid-19 Resource Centre on our website www.allenandgledhill.com that contains knowhow and materials on legal and regulatory aspects of the Covid-19 crisis.

In addition, we have a cross-disciplinary Covid-19 Legal Task Force consisting of Partners across various practice areas to provide rapid assistance. Should you have any queries, please do not hesitate to get in touch with us at covid19taskforce@allenandgledhill.com.

 

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