An Annual General Meeting (AGM) is the mandatory annual meeting, while a Special General Meeting (SGM) can be called whenever an owners corporation needs to deal with something sooner, and both are governed by the Owners Corporations Act 2006 (Vic) but neither is automatically required just because a Committee is considering changing its owners corporation manager.
Key Takeaways:
- An SGM isn’t reserved for emergencies. It can be called any time a decision can’t wait, and it carries exactly the same legal weight and resolution thresholds as an AGM.
- A Committee can vote to change owners corporation managers at either an AGM or an SGM, so long as the motion is on the agenda and the management agreement is followed.
- Waiting for the next AGM to raise a manager change can cost more than time. Management agreements often auto-renew by a set date and missing it can lock the owners corporation into another full term.
- Before choosing a meeting process, the Committee should review its powers, the current contract and any notice or expiry dates.
What is an Annual General Meeting (AGM)?
An Annual General Meeting (AGM) is the mandatory yearly meeting where an owners corporation reviews the past year and makes key decisions for the year ahead. Lot owners consider the annual budget, review insurance arrangements, and elect the Committee where applicable.
New owners corporations have to hold their first meeting within 6 months of the plan of subdivision being registered, and that first meeting doubles as the first AGM. From there, an AGM is required every financial year, with no more than 15 months allowed to pass between meetings.
Each AGM agenda has to cover the owners corporation’s core annual governance matters, including:
- the annual financial statements and proposed budget
- Committee elections, where the owners corporation is to have a Committee
- the appointment of a manager, if applicable
- details of the owners corporation’s insurance
- any reports required under the Act
- the minutes of the previous AGM
What is a Special General Meeting (SGM)?
A Special General Meeting (SGM) is any owners corporation meeting called outside the annual cycle to deal with a specific matter that can’t wait for the next AGM.
There’s no fixed schedule for SGMs. An owners corporation might not need one for years, or might call several in a single year depending on what comes up.
The reasons vary from building to building, but a few situations come up again and again. Committees typically call an SGM for things like:
- unbudgeted or urgent repairs
- significant contract decisions
- changing owners corporation managers
- urgent disputes
- rule changes
- Committee vacancies
An SGM can be convened by the chairperson or secretary of the owners corporation, a lot owner nominated by lot owners holding at least 25% of total lot entitlements, or the manager acting on the Committee’s authority or nominated by that same 25%.
Does changing managers always require an AGM or an SGM?
No, and this is the part most Committees don’t realise. If the management contract and the Committee’s powers and functions under the Act allow it, the Committee can resolve to change managers itself, by ordinary resolution, without putting the decision to a vote of all owners at any general meeting.
This is worth understanding for reasons beyond speed. At a general meeting, the outgoing manager typically has visibility into the resolution well before it’s raised and the opportunity to speak to owners about it on the day, sometimes as the person running the agenda.
A Committee resolution keeps the decision with the people who have actually been reviewing the manager’s performance, rather than putting it in front of a room the manager also has a voice in.
Two things determine whether this path is open:
- The management contract. Does it set out how and when the appointment can be terminated, and by whom?
- The Committee’s delegated powers. Does the Committee’s authority under the Act and the owners corporation’s rules actually extend to appointing or terminating a manager, or does that decision sit with all owners?
Where both line up, the Committee can act on its own timeline instead of waiting for the calendar to catch up with a decision it’s already made.
How do AGMs and SGMs compare?
The procedural rules are broadly the same for both meetings. The real difference is the trigger and timing: an AGM is the owners corporation’s scheduled annual meeting, while an SGM is called when a decision needs to be made before the next AGM.
| Topic | AGM | SGM |
| Frequency | Annual, no more than 15 months between meetings | Called whenever a decision can’t wait, no annual requirement |
| Who can call it? | Chairperson, secretary, or manager authorised by the OC Committee. | Chairperson, secretary, authorised manager, or eligible lot owners under the Act (25% or more) |
| Notice period | At least 14 days’ written notice | At least 14 days’ written notice |
| Fixed agenda items | Financial statements, budget, insurance, Committee elections, required reports | Issue-specific, set out in the meeting notice/agenda. |
| Resolution types | Ordinary, special, or unanimous, depending on the decision | Same types and thresholds as an AGM |
| Typical use | Annual governance, financial reporting, budgeting, insurance review, Committee appointments | Major works, governance issues, contract decisions, proposed manager change |
Can you vote to change strata managers at an AGM or an SGM?
Yes, and most Committees wrongly assume this has to wait for the next AGM. An owners corporation can vote to change managers at either an AGM or an SGM, provided the motion is properly included on the agenda and the management agreement is followed.
Management agreements often auto-renew unless action is taken by a specific date. If a Committee waits for the next AGM to raise the issue, that date may have already passed, and the owners corporation could be locked into another full term with the same manager.
If concerns arise mid-year, an SGM gives the owners corporation a formal way to act on a manager change sooner, rather than putting the issue off until the next annual meeting.
For many Committees, this is the part that’s easy to miss: nothing about the process requires waiting for next year’s calendar. The option to call a meeting is there the moment a Committee decides it’s worth using.
Experience in Practice
We’ve worked with Committees who thought a manager change had to wait until the next AGM. It doesn’t.
In one owners corporation, the Committee called a Special General Meeting instead, so the appointment could go ahead sooner. We helped manage the process, including the paperwork, the required notice, and proxy arrangements, so owners could decide without waiting for the next annual meeting.
It’s a common pattern: the AGM feels like the only option because it’s the only meeting most Committees have ever experienced.
Do you need specialist advice to call an SGM?
Not legally, but deciding which process applies is often more complex than calling the meeting itself. The Committee’s delegated powers, the wording of the proposed resolution and the terms of the management agreement must all align. A poorly planned termination can cause delays or expose the owners corporation to a contractual dispute.
Before arranging an SGM, it is worth confirming whether one is required at all. Committees considering a manager change can seek independent guidance on their authority, contract position and next steps before the current manager becomes involved in the process.
