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Corporations Bill 2001

Part 2G.2 Meetings of members of companies

Division 1 Resolutions without meetings

249A   Circulating resolutions of proprietary companies with more than 1 member

             (1)  This section applies to resolutions of the members of proprietary companies that this Act or, if a company has a constitution, the company’s constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section 329 to remove an auditor.

             (2)  A company 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.

             (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)  A company 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 ASIC 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 a company’s constitution (if any), 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:       A body corporate representative may sign a circulating resolution (see section 250D).

Note 2:       Passage of a resolution under this section must be recorded in the company’s minute books (see section 251A).

249B   Resolutions of 1 member companies

             (1)  A company 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 ASIC, that requirement is satisfied by lodging the information or document with the resolution that is passed.

Note 1:       A body corporate representative may sign such a resolution (see section 250D).

Note 2:       Passage of a resolution under this section must be recorded in the company’s minute books (see section 251A).



 

Division 2 Who may call meetings of members

249C   Calling of meetings of members by a director (replaceable rule—see section 135)

                   A director may call a meeting of the company’s members.

249CA   Calling of meetings of members of a listed company by a director

             (1)  A director may call a meeting of the company’s members.

             (2)  This section applies only to a company that is included in an official list of the Exchange.

             (3)  This section applies despite anything in the company’s constitution.

249D   Calling of general meeting by directors when requested by members

             (1)  The directors of a company must call and arrange to hold a general meeting on the request of:

                     (a)  members with at least 5% of the votes that may be cast at the general meeting; or

                     (b)  at least 100 members who are entitled to vote at the general meeting.

          (1A)  The regulations may prescribe a different number of members for the purposes of the application of paragraph (1)(b) to:

                     (a)  a particular company; or

                     (b)  a particular class of company.

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

             (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)  be given to the company.

             (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 percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

             (5)  The directors must call the meeting within 21 days after the request is given to the company. The meeting is to be held not later than 2 months after the request is given to the company.

249E   Failure of directors to call general meeting

             (1)  Members with more than 50% of the votes of all of the members who make a request under section 249D may call and arrange to hold a general meeting if the directors do not do so within 21 days after the request is given to the company.

             (2)  The meeting must be called in the same way—so far as is possible—in which general meetings of the company may be called. The meeting must be held not later than 3 months after the request is given to the company.

             (3)  To call the meeting the members requesting the meeting may ask the company under section 173 for a copy of the register of members. Despite paragraph 173(3)(b), the company must give the members the copy of the register without charge.

             (4)  The company must pay the reasonable expenses the members incurred because the directors failed to call and arrange to hold the meeting.

             (5)  The company may recover the amount of the expenses from the directors. However, a director is not liable for the amount if they prove that they took all reasonable steps to cause the directors to comply with section 249D. The directors who are liable are jointly and individually liable for the amount. If a director who is liable for the amount does not reimburse the company, the company must deduct the amount from any sum payable as fees to, or remuneration of, the director.

249F   Calling of general meetings by members

             (1)  Members with at least 5% of the votes that may be cast at a general meeting of the company may call, and arrange to hold, a general meeting. The members calling the meeting must pay the expenses of calling and holding the meeting.

             (2)  The meeting must be called in the same way—so far as is possible—in which general meetings of the company may be called.

             (3)  The percentage of votes that members have is to be worked out as at the midnight before the meeting is called.

249G   Calling of meetings of members by the Court

             (1)  The Court may order a meeting of the company’s members to be called if it is impracticable to call the meeting in any other way.

             (2)  The Court may make the order on application by:

                     (a)  any director; or

                     (b)  any member who would be entitled to vote at the meeting.

Note:          For the directions the Court may give for calling, holding or conducting a meeting it has ordered be called, see section 1319.



 

Division 3 How to call meetings of members

249H   Amount of notice of meetings

General rule

             (1)  Subject to subsection (2), at least 21 days notice must be given of a meeting of a company’s members. However, if a company has a constitution, it may specify a longer minimum period of notice.

Calling meetings on shorter notice

             (2)  A company may call on shorter notice:

                     (a)  an AGM, if all the members entitled to attend and vote at the AGM agree beforehand; and

                     (b)  any other general meeting, if members with at least 95% of the votes that may be cast at the meeting agree beforehand.

A company 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 meeting of the members of a public company at which a resolution will be moved to:

                     (a)  remove a director under section 203D; 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 meeting of a company at which a resolution will be moved to remove an auditor under section 329.

249HA   Amount of notice of meetings of listed company

             (1)  Despite section 249H, at least 28 days notice must be given of a meeting of a company’s members.

             (2)  This section applies only to a company that is included in an official list of the Exchange.

             (3)  This section applies despite anything in the company’s constitution.

249J   Notice of meetings of members to members and directors

Notice to members and directors individually

             (1)  Written notice of a meeting of a company’s members must be given individually to each member entitled to vote at the meeting and to each director. Notice need only be given to 1 member of a joint membership.

Notice to joint members (replaceable rule—see section 135)

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

How notice is given

             (3)  A company 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 any other means that the company’s constitution (if any) permits.

Note:          A defect in the notice given may not invalidate a meeting (see

section 1322).

When notice by post or fax is given (replaceable rule—see section 135)

             (4)  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.

249K   Auditor entitled to notice and other communications

                   A company must give its auditor:

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

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

Note 1:       For when a company must have an auditor, see Part 2M.3.

Note 2:       An auditor may appoint a representative to attend a meeting (see subsection 249V(4)).

249L   Contents of notice of meetings of members

                   A notice of a meeting of a company’s members 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 company;

                            (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.

249M   Notice of adjourned meetings (replaceable rule—see section 135)

                   When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.



 

Division 4 Members’ rights to put resolutions etc. at general meetings

249N   Members’ resolutions

             (1)  The following members may give a company notice of a resolution that they propose to move at a general meeting:

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

                     (b)  at least 100 members who are entitled to vote at a general meeting.

          (1A)  The regulations may prescribe a different number of members for the purposes of the application of paragraph (1)(b) to:

                     (a)  a particular company; or

                     (b)  a particular class of company.

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

             (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 percentage of votes that members have is to be worked out as at the midnight before the members give the notice.

249O   Company giving notice of members’ resolutions

             (1)  If a company has been given notice of a resolution under section 249N, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given.

             (2)  The company 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 meeting.

             (3)  The company is responsible for the cost of giving members notice of the resolution if the company receives the notice in time to send it out to members with the notice of meeting.

             (4)  The members requesting the meeting are jointly and individually liable for the expenses reasonably incurred by the company in giving members notice of the resolution if the company does not receive the members’ notice in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

             (5)  The company need not give notice of the resolution:

                     (a)  if it is more than 1,000 words long or defamatory; or

                     (b)  if the members making the request are to bear the expenses of sending the notice out—unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in giving the notice.

249P   Members’ statements to be distributed

             (1)  Members may request a company 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:

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

                     (b)  at least 100 members who are entitled to vote at the meeting.

          (2A)  The regulations may prescribe a different number of members for the purposes of the application of paragraph (2)(b) to:

                     (a)  a particular company; or

                     (b)  a particular class of company.

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

             (3)  The request must be:

                     (a)  in writing; and

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

                     (c)  given to the company.

             (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)  The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

             (6)  After receiving the request, the company 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 a general meeting.

             (7)  The company is responsible for the cost of making the distribution if the company receives the statement in time to send it out to members with the notice of meeting.

             (8)  The members making the request are jointly and individually liable for the expenses reasonably incurred by the company in making the distribution if the company does not receive the statement in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

             (9)  The company need not comply with the request:

                     (a)  if the statement is more than 1,000 words long or defamatory; or

                     (b)  if the members making the request are responsible for the expenses of the distribution—unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in making the distribution.



 

Division 5 Holding meetings of members

249Q   Purpose

                   A meeting of a company’s members must be held for a proper purpose.

249R   Time and place for meetings of members

                   A meeting of a company’s members must be held at a reasonable time and place.

249S   Technology

                   A company may hold a meeting of its members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

Note:          See section 1322 for the consequences of a member not being given a reasonable opportunity to participate.

249T   Quorum (replaceable rule—see section 135)

             (1)  The quorum for a meeting of a company’s members is 2 members and the quorum must be present at all times during the meeting.

Note:          For single member companies, see section 249B.

             (2)  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 249X.

Note 2:       For body corporate representatives, see section 250D.

             (3)  A meeting of the company’s members that does not have a quorum present within 30 minutes after the time for the meeting set out in the notice of meeting is adjourned to the date, time and place the directors specify. If the directors do not specify 1 or more of those things, the meeting is adjourned to:

                     (a)  if the date is not specified—the same day in the next week; and

                     (b)  if the time is not specified—the same time; and

                     (c)  if the place is not specified—the same place.

             (4)  If no quorum is present at the resumed meeting within

30 minutes after the time for the meeting, the meeting is dissolved.

249U   Chairing meetings of members (replaceable rule—see section 135)

             (1)  The directors may elect an individual to chair meetings of the company’s members.

             (2)  The directors at a meeting of the company’s members 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 meeting of the company’s members 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 meeting of the company’s members if the members present with a majority of votes at the meeting agree or direct that the chair must do so.

249V   Auditor’s right to be heard at general meetings

             (1)  A company’s auditor is entitled to attend any general meeting of the company.

             (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 their 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 their representative for the purpose of attending and speaking at any general meeting.

Note 1:       At an AGM, members may ask the auditor questions (see section 250T).

Note 2:       For when a company must have an auditor, see Part 2M.3.

249W   Adjourned meetings

When resolution passed

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

Business at adjourned meetings (replaceable rule—see section 135)

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



 

Division 6 Proxies and body corporate representatives

249X   Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)

             (1)  A member of a company who is entitled to attend and cast a vote at a meeting of the company’s members may appoint a person as the member’s proxy to attend and vote for the member at the meeting.

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

             (3)  Each member may appoint a proxy. If the member is entitled to cast 2 or more votes at the meeting, they may appoint 2 proxies. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes.

             (4)  Disregard any fractions of votes resulting from the application of subsection (2) or (3).

249Y   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)  If a company has a constitution, the 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)  A company’s constitution (if any) 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.

249Z   Company sending appointment forms or lists of proxies must send to all members

                   If a company sends a member a proxy appointment form for a meeting or a list of persons willing to act as proxies at a meeting:

                     (a)  if the member requested the form or list—the company must send the form or list to all members who ask for it and who are entitled to appoint a proxy to attend and vote at the meeting; or

                     (b)  otherwise—the company must send the form or list to all its members entitled to appoint a proxy to attend and vote at the meeting.

250A   Appointing a proxy

             (1)  An appointment of a proxy is valid if it is signed by the member of the company making the appointment and contains the following information:

                     (a)  the member’s name and address;

                     (b)  the company’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)  If a company has a constitution, the constitution may provide that an appointment is valid even if it contains only some of the information required by subsection (1).

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

             (4)  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:          A company’s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2)).

             (5)  A person who contravenes subsection (4) is guilty of an offence, but only if their appointment as a proxy resulted from the company 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.

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

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

250B   Proxy documents

Documents to be received by company before meeting

             (1)  For an appointment of a proxy for a meeting of a company’s members to be effective, the following documents must be received by the company at least 48 hours before the meeting:

                     (a)  the proxy’s appointment;

                     (b)  if the appointment is signed by the appointor’s attorney—the authority under which the appointment was signed or a certified copy of the authority.

Documents received following adjournment of meeting

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

Receipt of documents

             (3)  A company receives an appointment authority when it is received at any of the following:

                     (a)  the company’s registered office;

                     (b)  a fax number at the company’s registered office;

                     (c)  a place, fax number or electronic address specified for the purpose in the notice of meeting.

Constitution or notice of meeting may provide for different notification period

             (5)  The company’s constitution (if any) or the notice of meeting may reduce the period of 48 hours referred to in subsection (1) or (2).

250BA   Proxy documents—listed companies

             (1)  In a notice of meeting for a meeting of the members of a company, the company:

                     (a)  must specify a place and a fax number; and

                     (b)  may specify an electronic address;

for the purposes of receipt of proxy appointments.

             (2)  This section applies only to a company that is included in an official list of the Exchange.

             (3)  This section applies despite anything in the company’s constitution.

250C   Validity of proxy vote

Proxy vote valid even if proxy cannot vote as member

             (1)  A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.

Proxy vote valid even if member dies, revokes appointment etc. (replaceable rule—see section 135)

             (2)  Unless the company has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes:

                     (a)  the appointing member dies; or

                     (b)  the member is mentally incapacitated; or

                     (c)  the member revokes the proxy’s appointment; or

                     (d)  the member revokes the authority under which the proxy was appointed by a third party; or

                     (e)  the member transfers the share in respect of which the proxy was given.

Note:          A proxy’s authority to vote is suspended while the member is present at the meeting (see subsection 249Y(3)).

250D   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 a company’s members; or

                     (b)  at meetings of creditors or debenture holders; or

                     (c)  relating to resolutions to be passed without meetings.

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 sections 249A and 249B .



 

Division 7 Voting at meetings of members

250E   How many votes a member has (replaceable rule—see section 135)

Company with share capital

             (1)  Subject to any rights or restrictions attached to any class of shares, at a meeting of members of a company with a share capital:

                     (a)  on a show of hands, each member has 1 vote; and

                     (b)  on a poll, each member has 1 vote for each share they hold.

Note:          Unless otherwise specified in the appointment, a body corporate representative has all the powers that a body corporate has as a member (including the power to vote on a show of hands).

Company without share capital

             (2)  Each member of a company that does not have a share capital has 1 vote, both on a show of hands and a poll.

Chair’s casting vote

             (3)  The chair has a casting vote, and also, if they are a member, any vote they have in their capacity 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 249X.

250F   Jointly held shares (replaceable rule—see section 135)

                   If a share is held jointly and more than 1 member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.

250G   Objections to right to vote (replaceable rule—see section 135)

                   A challenge to a right to vote at a meeting of a company’s members:

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

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

250H   Votes need not all be cast in the same way

                   On a poll a person voting who is entitled to 2 or more votes:

                     (a)  need not cast all their votes; and

                     (b)  may cast their votes in different ways.

Note:          For proxy appointments that specify the way the proxy is to vote on a particular resolution, see subsection 250A(4).

250J   How voting is carried out (replaceable rule—see section 135)

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

          (1A)  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.

             (2)  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 paragraph 250L(3)(c)).

250K   Matters on which a poll may be demanded

             (1)  A poll may be demanded on any resolution.

             (2)  If a company has a constitution, the 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.

250L   When a poll is effectively demanded

             (1)  At a meeting of a company’s members, 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 249Y(1)(c)).

             (2)  If a company has a constitution, the 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.

             (4)  The percentage of votes that members have is to be worked out as at the midnight before the poll is demanded.

250M   When and how polls must be taken (replaceable rule—see section 135)

             (1)  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)  A poll on the election of a chair or on the question of an adjournment must be taken immediately.



 

Division 8 AGMs of public companies

250N   Public company must hold AGM

             (1)  A public company must hold an annual general meeting ( AGM ) within 18 months after its registration.

             (2)  A public company must hold an AGM at least once in each calendar year and within 5 months after the end of its financial year.

Note:          An AGM held to satisfy this subsection may also satisfy

subsection (1).

             (3)  An AGM is to be held in addition to any other meetings held by a public company in the year.

Note 1:       The company’s annual financial report, directors’ report and auditor’s report must be laid before the AGM (see section 317).

Note 2:       The rules in sections 249C-250M apply to an AGM.

             (4)  A public company that has only 1 member is not required to hold an AGM under this section.

250P   Extension of time for holding AGM

             (1)  A public company may lodge an application with ASIC to extend the period within which section 250N requires the company to hold an AGM.

             (2)  If the company applies before the end of the period within which the company would otherwise be required to hold an AGM, ASIC may extend the period in writing. ASIC must specify the period of the extension.

             (3)  A company granted an extension under subsection (2) must hold its AGM within the extended period.

             (4)  ASIC may impose conditions on the extension and the company must comply with those conditions.

250R   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 annual financial report, directors’ report and auditor’s report;

                     (b)  the election of directors;

                     (c)  the appointment of the auditor;

                     (d)  the fixing of the auditor’s remuneration.

250S   Questions and comments by members on company management at AGM

                   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 company.

250T   Questions by members of auditors at AGM

                   If the company’s auditor or their representative is at the meeting, the chair of an AGM must allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or their representative questions relevant to the conduct of the audit and the preparation and content of the auditor’s report.