12 November 2026 | Nicole Tavares
At a glance: A trustee decision is only valid if it falls within the powers of the trustees and follows the correct procedures. In sectional title schemes, this authority comes from the Sectional Title Schemes Management Act (“STSMA”) and its rules. Decisions must comply with the relevant requirements for meetings, quorums, voting and resolutions.
A decision made by the trustees is only as good as the authority behind it. Trustees are not simply free to do whatever they feel is sensible. They hold power that legislation, the scheme's rules (either prescribed or amended and approved by the Community Scheme Ombud Service) and the owners have given them, for a defined purpose and through a defined process. When either the authority or the process is missing, the decision is open to challenge, however well meant it was.
How are sectional title schemes governed
The Sectional Titles Schemes Management Act 8 of 2011 ("the STSMA") and its prescribed management rules (“PMRs”) in terms of Annexure 1 to its regulations governs sectional title schemes. The functions of the body corporate are carried out by the trustees, subject to any restriction imposed or direction given at a general meeting of owners. The trustees are responsible for the administration and management of the scheme, while the owners retain decision-making authority over matters that the STSMA and prescribed management rules reserve for approval at a general meeting.
Fiduciary duties of trustees
Section 8 of the STSMA states that each trustee has a fiduciary relationship to the body corporate and must act honestly and in good faith. Furthermore, when exercising powers of the trustees, in the interest and for the benefit of the body corporate, must not act without or exceed those powers. It is clear that any trustee acting outside their authority is a breach of duty in its own right and is not merely a technical error.
What makes a trustee decision legally valid?
In regard to authority, trustees are only permitted to decide what falls within their powers as there are some decisions which must be made by the owners. For example: Selling or leasing common property, section 5 of the STSMA states that this can only be done via a unanimous resolution of the owners.
When it comes to process, the PMRs deal with notice of meetings, quorum, chairing and voting. As summarised in published trustee training material, a quorum at a trustee meeting is half of the trustees in number, with a minimum of two. If no quorum appears within 30 minutes, the trustees who are present (still no less than two) may adopt interim resolutions, but those resolutions only take effect once confirmed at a later quorate meeting or by a written resolution signed by all the trustees, which in so cases a written resolution is required in any event.
A trustee with a direct or indirect personal interest in a matter should not partake in making the decision. A decision taken informally, verbally or by a subset of trustees without proper process is vulnerable to challenge.
Appointment defects and decision-making validity
A defect in the appointment or election of a trustee does not automatically mean that every decision taken by the trustees is invalid. The PMRs cover this by stating that a resolution adopted, or act performed, by the trustees remains valid and effective even if a defect in the appointment of a trustee, or a disqualification, is discovered later.
The above protects the scheme, and the trustees who dealt with matters in good faith. It does not rescue a decision a trustee did not have the power to take, nor does it validate a meeting that continued without the required quorum.
What happens when trustees exceed their authority?
A trustee who acts outside of their authority exposes the scheme to challenges. Meaning that the individual trustee is also exposed. In the event of a trustee dispute, a trustee who is found to have acted in bad faith, outside the scope of their authority or with gross negligence can be held personally liable for the resulting loss and may be liable to the body corporate for the loss suffered or for any economic benefit received.
The CSOS has the power to deal with disputes regarding the validity of governance decisions, and an owner who believes a resolution should be deemed invalid, can raise it with the trustees in writing and, following which the owner can apply to the CSOS for assistance.
A decision that is taken improperly is subject to delays, costs and/or other damages here are 9 factors to consider as a trustee prior to making significant decisions:
Do the trustees have the power to make this decision? | If yes, proceed
If at a meeting, was the trustee meeting properly called? | If yes, proceed
If at a meeting, was the required quorum reached? | If yes, proceed
Are there any trustees who have a personal interest in the decision being tabled? | If no proceed - if yes see point 5 below
Did the relevant trustees step aside? | If yes, proceed
Does the decision need to be taken in writing? | If yes, ensure that a written decision is taken
Was the written decision signed as required? | If yes, proceed
Is the resolution clearly worded? | If yes, proceed
Is the resolution recorded in the minutes? | If yes, proceed
For more information on the above, please email info@tvdmconsultants.com or call 061 536 3138 today to speak to us before you lodge it.
About the Author:
Nicole Tavares is a Co-Founder and Director of TVDM Consultants.