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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 5-2 General meetings

Division 198 Introduction

198-1   What this Part is about

This Part sets out the rules for holding general meetings. An Aboriginal and Torres Strait Islander corporation is required to hold annual general meetings.

Some of the rules in this Chapter may be modified or replaced by the corporation’s constitution. Others cannot be.



 

Division 201 What are the rules concerning general meetings?

Subdivision 201-A Who may call general meetings?

201-1   Director may call meetings (replaceable rule—see section 60-1)

                   A director of an Aboriginal and Torres Strait Islander corporation may call a general meeting of the corporation.

201-5   Request by members for directors to call general meetings

Which members may make a request?

             (1)  The directors of an Aboriginal and Torres Strait Islander corporation must call and arrange to hold a general meeting on the request of at least the required number of members under subsection (4).

             (2)  The request must:

                     (a)  be in writing; and

                     (b)  state any resolution to be proposed at the meeting; and

                     (c)  be signed by the members making the request; and

                     (d)  nominate a member (the nominated member ) to be the contact member on behalf of the members making the request; and

                     (e)  be given to the corporation.

             (3)  Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

             (4)  The required number of members for an Aboriginal and Torres Strait Islander corporation is the greater of:

                     (a)  5 members of the corporation; or

                     (b)  10% of the members of the corporation.

             (5)  The regulations may prescribe a different number of members for the purposes of applying paragraph (4)(a) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

Without limiting this, the regulations may specify the number as a percentage of the number of members of the corporation.

             (6)  The regulations may prescribe a different percentage for the purposes of applying paragraph (4)(b) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

201-10   When must directors comply with members’ request?

             (1)  If the directors resolve:

                     (a)  that the request under section 201-5 is frivolous or unreasonable; or

                     (b)  that complying with the request would be contrary to the interests of the members as a whole;

a director, on behalf of all of the directors, may apply to the Registrar for permission to deny the request.

             (2)  The application must:

                     (a)  be in writing; and

                     (b)  set out the ground on which the application is made; and

                     (c)  be made within 21 days after the request is made.

             (3)  The directors must, as soon as is practicable after making the application, give the nominated member notice that an application has been made under subsection (1).

             (4)  The Registrar must:

                     (a)  determine the application within 21 days after receiving it; and

                     (b)  notify the director, the corporation and the nominated member in writing of the outcome of the determination.

201-15   When must a requested meeting be held?

No application to Registrar under section 201-10

             (1)  If a director has not applied to the Registrar under section 201-10 in respect of the request, the directors must call the requested meeting within 21 days after the request is given to the corporation.

Application to Registrar under section 201-10

             (2)  If:

                     (a)  a director has applied under section 201-10 in respect of the request; and

                     (b)  the Registrar’s decision is that the ground is not made out;

the directors must call the meeting within 21 days after being notified of the Registrar’s determination.

Subdivision 201-B How to call general meetings

201-20   Amount of notice of general meetings

General rule

             (1)  Subject to subsection (2), at least 21 days notice must be given of a general meeting. However, an Aboriginal and Torres Strait Islander corporation’s constitution may specify a longer minimum period of notice.

Calling meetings on shorter notice

             (2)  An Aboriginal and Torres Strait Islander corporation:

                     (a)  may call an AGM on shorter notice, if all the members of the corporation agree beforehand; and

                     (b)  may call any other general meeting on shorter notice, if at least 95% of the members of the corporation agree beforehand.

An Aboriginal and Torres Strait Islander corporation cannot call an AGM or other general meeting on shorter notice if it is a meeting of the kind referred to in subsection (3) or (4).

Shorter notice not allowed—removing or appointing director

             (3)  At least 21 days notice must be given of a general meeting at which a resolution will be moved to:

                     (a)  remove a director under section 249-10; or

                     (b)  appoint a director in place of a director removed under that section.

Shorter notice not allowed—removing auditor

             (4)  At least 21 days notice must be given of a general meeting at which a resolution will be moved to remove an auditor.

201-25   Notice of general meeting to members, officers and observers

Notice to members, officers and observers individually

             (1)  Written notice of a general meeting must be given by the corporation individually to the following persons:

                     (a)  each member entitled to vote at the meeting;

                     (b)  each director;

                     (c)  the corporation secretary (if any);

                     (d)  the contact officer (if any);

                     (e)  any observer entitled to attend the meeting.

Note:          A failure to give notice to a member might not invalidate the meeting (see section 576-15).

Notice to joint members (replaceable rule—see section 60-1)

             (2)  Notice to joint members must be given to the joint member named first in the register of members.

How notice is given

             (3)  The corporation may give the notice of meeting to a member:

                     (a)  personally; or

                     (b)  by sending it by post to the address for the member in the register of members or the alternative address (if any) nominated by the member; or

                     (c)  by sending it to the fax number or electronic address (if any) nominated by the member; or

                     (d)  by sending it to the member by other electronic means (if any) nominated by the member; or

                     (e)  by notifying the member in accordance with subsection (4); or

                      (f)  by any other means that the corporation’s constitution (if any) permits.

Note:          A defect in the notice given may not invalidate a meeting (see section 576-15).

             (4)  If the member nominates:

                     (a)  an electronic means (the nominated notification means ) by which the member may be notified that notices of meeting are available; and

                     (b)  an electronic means (the nominated access means ) the member may use to access notices of meeting;

the corporation may give the member notice of the meeting by notifying the member (using the nominated notification means):

                     (c)  that the notice of meeting is available; and

                     (d)  how the member may use the nominated access means to access the notice of meeting.

This subsection does not limit subsection (3).

When notice by post or fax is given (replaceable rule—see section 60-1)

             (5)  A notice of meeting sent by post is taken to be given 3 days after it is posted. A notice of meeting sent by fax, or other electronic means, is taken to be given on the business day after it is sent.

When notice under paragraph (3)(e) is given (replaceable rule—see section 60-1)

             (6)  A notice of meeting given to a member under paragraph (3)(e) is taken to be given on the business day after the day on which the member is notified that the notice of meeting is available.

201-30   Auditor entitled to notice and other communications

             (1)  An Aboriginal and Torres Strait Islander corporation must give its auditor (if any):

                     (a)  notice of a general meeting in the same way that a member of the corporation is entitled to receive notice; and

                     (b)  any other communications relating to the general meeting that a member of the corporation is entitled to receive.

Penalty:  5 penalty units.

Note:          An auditor may authorise a representative to attend a meeting (see subsection 201-80(4).

             (2)  An offence against subsection (1) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

201-35   Contents of notice of general meeting

             (1)  A notice of a general meeting must:

                     (a)  set out the place, date and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this); and

                     (b)  state the general nature of the meeting’s business; and

                     (c)  if a special resolution is to be proposed at the meeting—set out an intention to propose the special resolution and state the resolution; and

                     (d)  if a member is entitled to appoint a proxy—contain a statement setting out the following information:

                              (i)  that the member has a right to appoint a proxy;

                             (ii)  whether or not the proxy needs to be a member of the corporation;

                            (iii)  that a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Note:          There may be other requirements for disclosure to members.

             (2)  The information included in the notice of meeting must be worded and presented in a clear, concise and effective manner.

Subdivision 201-C Members’ rights to put resolutions etc. to general meeting

201-40   Members’ resolutions

             (1)  Notice of a resolution that they propose to move at a general meeting may be given to an Aboriginal and Torres Strait Islander corporation by at least the required number of members under subsection (4).

             (2)  The notice must:

                     (a)  be in writing; and

                     (b)  set out the wording of the proposed resolution; and

                     (c)  be signed by the members proposing to move the resolution.

             (3)  Separate copies of a document setting out the notice may be used for signing by members if the wording of the notice is identical in each copy.

             (4)  The required number of members for an Aboriginal and Torres Strait Islander corporation is the greater of:

                     (a)  5 members of the corporation; or

                     (b)  10% of the members of the corporation.

             (5)  The regulations may prescribe a different number of members for the purposes of applying paragraph (4)(a) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

Without limiting this, the regulations may specify the number as a percentage of the number of members of the corporation.

             (6)  The regulations may prescribe a different percentage for the purposes of applying paragraph (4)(b) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

201-45   Notice of members’ resolutions

             (1)  If an Aboriginal and Torres Strait Islander corporation has been given notice of a resolution under section 201-40, the resolution is to be considered at the next general meeting that occurs more than 28 days after the notice is given.

             (2)  The corporation must give all its members notice of the resolution at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a general meeting.

             (3)  The corporation is responsible for the cost of giving members notice of the resolution.

             (4)  The corporation need not give notice of the resolution if it is defamatory.

201-50   Members’ statements to be distributed

             (1)  Members may request an Aboriginal and Torres Strait Islander corporation to give to all its members a statement provided by the members making the request about:

                     (a)  a resolution that is proposed to be moved at a general meeting; or

                     (b)  any other matter that may be properly considered at a general meeting.

             (2)  The request must be made by at least the required number of members under subsection (8).

             (3)  The request must be:

                     (a)  in writing; and

                     (b)  signed by the members making the request; and

                     (c)  given to the corporation.

             (4)  Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

             (5)  After receiving the request, the corporation must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of the general meeting.

             (6)  The corporation is responsible for the cost of making the distribution.

             (7)  The corporation need not comply with the request if the statement is defamatory.

             (8)  The required number of members for an Aboriginal and Torres Strait Islander corporation is the greater of:

                     (a)  5 members of the corporation; or

                     (b)  10% of the members of the corporation.

             (9)  The regulations may prescribe a different number of members for the purposes of applying paragraph (8)(a) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

Without limiting this, the regulations may specify the number as a percentage of the number of members of the corporation.

           (10)  The regulations may prescribe a different percentage for the purposes of applying paragraph (8)(b) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

Subdivision 201-D Holding general meetings

201-55   Purpose

                   A general meeting must be held for a proper purpose.

201-60   Time and place for general meeting

                   A general meeting must be held at a reasonable time and place.

201-65   Technology

                   An Aboriginal and Torres Strait Islander corporation may hold a general meeting at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

Note:          See section 576-15 for the consequences of a member not being given a reasonable opportunity to participate.

201-70   Quorum

Quorum (replaceable rule—see section 60-1)

             (1)  If an Aboriginal and Torres Strait Islander corporation has 11 or more members, the quorum for a meeting of the corporation’s members is the lesser of:

                     (a)  10 members; or

                     (b)  the greater of:

                              (i)  the number of members holding 10% of the voting rights; or

                             (ii)  2 members.

Corporations with 10 members or less (replaceable rule—see section 60-1)

             (2)  If an Aboriginal and Torres Strait Islander corporation has 10 members or less, the quorum for a meeting of the corporation’s members is 2 members.

Quorum to be present

             (3)  The quorum must be present at all times during the meeting.

How to determine if quorum is present

             (4)  In determining whether a quorum is present, count individuals attending as proxies or body corporate representatives. However, if a member has appointed more than 1 proxy or representative, count only 1 of them. If an individual is attending both as a member and as a proxy or body corporate representative, count them only once.

Note 1:       For rights to appoint proxies, see section 201-90.

Note 2:       For body corporate representatives, see section 201-110.

Adjourned meeting (replaceable rule—see section 60-1)

             (5)  A meeting of the corporation’s members that does not have a quorum present within 1 hour after the time for the meeting set out in the notice of meeting is adjourned to the same time of the same day in the next week, and to the same place, unless the directors specify otherwise.

No quorum at resumed meeting (replaceable rule—see section 60-1)

             (6)  If no quorum is present at the resumed meeting within 1 hour after the time for the meeting, the meeting is dissolved.

201-75   Chairing general meeting (replaceable rule—see section 60-1)

             (1)  The directors may elect an individual to chair general meetings.

             (2)  The directors at a general meeting must elect an individual present to chair the meeting (or part of it) if an individual has not already been elected by the directors to chair it or, having been elected, is not available to chair it, or declines to act, for the meeting (or part of the meeting).

             (3)  The members at a general meeting must elect a member present to chair the meeting (or part of it) if:

                     (a)  a chair has not previously been elected by the directors to chair the meeting; or

                     (b)  a previously elected chair is not available, or declines to act, for the meeting (or part of the meeting).

             (4)  The chair must adjourn a general meeting if the members present with a majority of votes at the meeting agree or direct that the chair must do so.

201-80   Auditor’s right to be heard at general meetings

             (1)  If an Aboriginal and Torres Strait Islander corporation has an auditor, the auditor is entitled to attend any general meeting of the corporation.

Note:          See section 333-20 for when a financial report is required to be audited.

             (2)  The auditor is entitled to be heard at the meeting on any part of the business of the meeting that concerns the auditor in the auditor’s capacity as auditor.

             (3)  The auditor is entitled to be heard even if:

                     (a)  the auditor retires at the meeting; or

                     (b)  the meeting passes a resolution to remove the auditor from office.

             (4)  The auditor may authorise a person in writing as the auditor’s representative for the purpose of attending and speaking at any general meeting.

Note:          At an AGM, members may ask the auditor questions (see section 201-170).

201-85   Adjourned meetings

When resolution passed

             (1)  A resolution passed at a general meeting resumed after an adjournment is passed on the day it was passed.

Business at adjourned meetings (replaceable rule—see section 60-1)

             (2)  Only unfinished business is to be transacted at a general meeting resumed after an adjournment.

Subdivision 201-E Proxies

201-90   Who may appoint a proxy (replaceable rule—see section 60-1)

Who may appoint proxy

             (1)  A member of an Aboriginal and Torres Strait Islander corporation who is entitled to attend and cast a vote at a general meeting may appoint a person as the member’s proxy to attend and vote for the member at the meeting.

Proxy may be individual or a body corporate

             (2)  The person appointed as the member’s proxy may be an individual or a body corporate.

Note:          A body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the member’s proxy (see section 201-110).

             (3)  The appointment may specify the proportion or number of votes that the proxy may exercise.

201-95   Rights of proxies

Rights of proxies

             (1)  A proxy appointed to attend and vote for a member has the same rights as the member:

                     (a)  to speak at the meeting; and

                     (b)  to vote (but only to the extent allowed by the appointment); and

                     (c)  join in a demand for a poll.

Proxy’s right to vote

             (2)  An Aboriginal and Torres Strait Islander corporation’s constitution may provide that a proxy is not entitled to vote on a show of hands.

Note:          Even if the proxy is not entitled to vote on a show of hands, they may make or join in the demand for a poll.

Effect of member’s presence on proxy’s authority

             (3)  An Aboriginal and Torres Strait Islander corporation’s constitution may provide for the effect that a member’s presence at a meeting has on the authority of a proxy appointed to attend and vote for the member. However, if the constitution does not deal with this, a proxy’s authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.

Exercise of proxies

             (4)  A person must not exercise proxies for more than the number of members:

                     (a)  prescribed in the regulations for the purposes of this subsection; or

                     (b)  worked out using the method prescribed in the regulations for the purposes of this subsection.

Penalty:  5 penalty units.

             (5)  To avoid doubt, a contravention of subsection (4) does not affect the validity of the votes cast.

201-100   Appointing a proxy

             (1)  An appointment of a proxy is valid if it is signed, or otherwise authenticated in a manner prescribed by the regulations, by the member of the Aboriginal and Torres Strait Islander corporation making the appointment and contains the following information:

                     (a)  the member’s name and address;

                     (b)  the corporation’s name;

                     (c)  the proxy’s name or the name of the office held by the proxy;

                     (d)  the meetings at which the appointment may be used.

An appointment may be a standing one.

             (2)  The regulations made for the purposes of subsection (1) may prescribe different requirements for the authentication of an appointment given to the corporation by different means (electronic or otherwise).

             (3)  The corporation’s constitution may provide that an appointment is valid even if it contains only some of the information required by subsection (1).

             (4)  An undated appointment is taken to have been dated on the day it is given to the corporation.

             (5)  An appointment may specify the way the proxy is to vote on a particular resolution. If it does:

                     (a)  the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

                     (b)  if the proxy has 2 or more appointments that specify different ways to vote on the resolution—the proxy must not vote on a show of hands; and

                     (c)  if the proxy is the chair—the proxy must vote on a poll, and must vote that way; and

                     (d)  if the proxy is not the chair—the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member.

Note:          An Aboriginal and Torres Strait Islander corporation’s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 201-95(2)).

             (6)  A person who contravenes subsection (5) commits an offence, but only if the person’s appointment as a proxy resulted from the corporation sending to members:

                     (a)  a list of persons willing to act as proxies; or

                     (b)  a proxy appointment form holding the person out as being willing to act as a proxy.

Penalty:  5 penalty units.

             (7)  An offence against subsection (6) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (8)  An appointment does not have to be witnessed.

             (9)  A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.

201-105   Proxy documents

Documents to be received by corporation before meeting

             (1)  For an appointment of a proxy for a meeting of members of an Aboriginal and Torres Strait Islander corporation to be effective, the following documents must be received by the corporation at least 48 hours before the meeting:

                     (a)  the proxy’s appointment;

                     (b)  if the appointment is signed, or otherwise authenticated in a manner prescribed by regulations made for the purposes of subsection 201-100(1), by the appointor’s attorney—the authority under which the appointment was signed or authenticated or a certified copy of the authority.

Documents received following adjournment of meeting

             (2)  If a meeting of the corporation’s members has been adjourned, an appointment and any authority received by the corporation at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting.

Constitution or notice of meeting may provide for different notification period

             (3)  The corporation’s constitution or the notice of meeting may reduce the period of 48 hours referred to in subsection (1) or (2).

201-110   Body corporate representative

             (1)  A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise:

                     (a)  at meetings of an Aboriginal and Torres Strait Islander corporation’s members; or

                     (b)  at meetings of creditors; or

                     (c)  relating to resolutions to be passed without meetings; or

                     (d)  in the capacity of a member’s proxy appointed under section 201-90.

The appointment may be a standing one.

             (2)  The appointment may set out restrictions on the representative’s powers. If the appointment is to be by reference to a position held, the appointment must identify the position.

             (3)  A body corporate may appoint more than 1 representative but only 1 representative may exercise the body’s powers at any one time.

             (4)  Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

Note:          For resolutions of members without meetings, see Division 204.

Subdivision 201-F Voting at general meetings

201-115   How many votes a member has (replaceable rule—see section 60-1)

             (1)  At a general meeting, each member of an Aboriginal and Torres Strait Islander corporation has 1 vote, both on a show of hands and a poll.

Chair’s casting vote

             (2)  The chair has a casting vote, and also, if he or she is a member, any vote he or she has as a member.

Note 1:       The chair may be precluded from voting, for example, by a conflict of interest.

Note 2:       For rights to appoint proxies, see section 201-90.

201-120   Objections to right to vote (replaceable rule—see section 60-1)

                   A challenge to a right to vote at a general meeting:

                     (a)  may only be made at the meeting; and

                     (b)  must be determined by the chair, whose decision is final.

201-125   How voting is carried out (replaceable rule—see section 60-1)

             (1)  A resolution put to the vote at a general meeting must be decided on a show of hands unless a poll is demanded.

             (2)  Before a vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy votes are to be cast.

             (3)  On a show of hands, a declaration by the chair is conclusive evidence of the result, provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.

Note:          Even though the chair’s declaration is conclusive of the voting results, the members present may demand a poll (see section 201-130).

201-130   Matters on which a poll may be demanded

             (1)  Subject to subsection (2), at a general meeting, a poll may be demanded on any resolution.

             (2)  An Aboriginal and Torres Strait Islander corporation’s constitution may provide that a poll cannot be demanded on any resolution concerning:

                     (a)  the election of the chair of a meeting; or

                     (b)  the adjournment of a meeting.

             (3)  A demand for a poll may be withdrawn.

201-135   When a poll is effectively demanded

             (1)  At a general meeting, a poll may be demanded by:

                     (a)  at least 5 members entitled to vote on the resolution; or

                     (b)  members with at least 5% of the votes that may be cast on the resolution on a poll; or

                     (c)  the chair.

Note:          A proxy may join in the demand for a poll (see paragraph 201-95(1)(c)).

             (2)  An Aboriginal and Torres Strait Islander corporation’s constitution may provide that fewer members or members with a lesser percentage of votes may demand a poll.

             (3)  The poll may be demanded:

                     (a)  before a vote is taken; or

                     (b)  before the voting results on a show of hands are declared; or

                     (c)  immediately after the voting results on a show of hands are declared.

201-140   When and how polls must be taken (replaceable rule—see section 60-1)

             (1)  At a general meeting, a poll demanded on a matter other than the election of a chair or the question of an adjournment must be taken when and in the manner the chair directs.

             (2)  At a general meeting, a poll on the election of a chair or on the question of an adjournment must be taken immediately.

Subdivision 201-G First general meeting and annual general meetings

201-145   Corporation must hold first general meeting within 3 months of registration

             (1)  An Aboriginal and Torres Strait Islander corporation must hold a general meeting of members within 3 months after the corporation is registered.

Penalty:  10 penalty units.

             (2)  An offence against subsection (1) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

201-150   Corporation must hold AGM

             (1)  An Aboriginal and Torres Strait Islander corporation must hold an AGM within 5 months after the end of its financial year.

Penalty:  10 penalty units.

             (2)  An offence against subsection (1) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (3)  An AGM is to be held in addition to any other meetings held by an Aboriginal and Torres Strait Islander corporation in the year.

             (4)  An Aboriginal and Torres Strait Islander corporation that has only 1 member is not required to hold an AGM under this section.

201-155   Extension of time for holding AGM

             (1)  An Aboriginal and Torres Strait Islander corporation may lodge an application with the Registrar to extend the period within which section 201-150 requires the corporation to hold an AGM.

             (2)  If the corporation applies before the end of the period within which the corporation would otherwise be required to hold an AGM, the Registrar may, by written notice to the corporation, extend the period. The Registrar must specify the period of the extension.

             (3)  An Aboriginal and Torres Strait Islander corporation granted an extension under subsection (2) must hold its AGM within the extended period.

Penalty:  10 penalty units.

             (4)  The Registrar may impose conditions on the extension and the corporation must comply with those conditions.

Penalty:  10 penalty units.

             (5)  An offence against subsection (3) or (4) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

201-160   Business of AGM

                   The business of an AGM may include any of the following, even if not referred to in the notice of meeting:

                     (a)  the consideration of the reports that under Chapter 7 are required to be laid before the AGM;

                     (b)  the election of directors;

                     (c)  the appointment and remuneration of the auditor (if any).

201-165   Questions and comments by members on corporation management at AGM

             (1)  The chair of an AGM must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the corporation.

Penalty:  5 penalty units.

             (2)  An offence against subsection (1) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

201-170   Questions by members of auditors at AGM

             (1)  If an Aboriginal and Torres Strait Islander corporation’s auditor (if any) or the auditor’s representative is at an AGM, the chair of the meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or the auditor’s representative questions relevant to:

                     (a)  the conduct of the audit; and

                     (b)  the preparation and content of the auditor’s report; and

                     (c)  the accounting policies adopted by the corporation in relation to the preparation of the financial statements; and

                     (d)  the independence of the auditor in relation to the conduct of the audit.

Penalty:  5 penalty units.

             (2)  An offence against subsection (1) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .



 

Division 204 Resolutions without a general meeting

204-1   Circulating resolutions

             (1)  An Aboriginal and Torres Strait Islander corporation may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign.

             (2)  Subsection (1) does not apply to a resolution to remove an auditor.

             (3)  Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.

             (4)  The resolution is passed when the last member signs.

             (5)  An Aboriginal and Torres Strait Islander corporation that passes a resolution under this section without holding a meeting satisfies any requirement in this Act:

                     (a)  to give members information or a document relating to the resolution—by giving members that information or document with the document to be signed; and

                     (b)  to lodge with the Registrar a copy of a notice of meeting to consider the resolution—by lodging a copy of the document to be signed by members; and

                     (c)  to lodge a copy of a document that accompanies a notice of meeting to consider the resolution—by lodging a copy of the information or documents referred to in paragraph (a).

             (6)  The passage of the resolution satisfies any requirement in this Act, or the corporation’s constitution, that the resolution be passed at a general meeting.

             (7)  This section does not affect any rule of law relating to the assent of members not given at a general meeting.

Note 1:       Passage of a resolution under this section must be recorded in the corporation’s minute books (see section 220-5).

Note 2:       A body corporate representative may sign a circulating resolution (see section 201-110).

204-5   Resolutions of 1 member corporations

             (1)  An Aboriginal and Torres Strait Islander corporation that has only 1 member may pass a resolution by the member recording it and signing the record.

             (2)  If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.

Note 1:       Passage of a resolution under this section must be recorded in the corporation’s minute books (see section 220-5).

Note 2:       A body corporate representative may sign such a resolution (see section 201-110).