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Corporations Bill 2001

Part 2G.3 Minutes and members’ access to minutes

   

251A   Minutes

             (1)  A company must keep minute books in which it records within 1 month:

                     (a)  proceedings and resolutions of meetings of the company’s members; and

                     (b)  proceedings and resolutions of directors’ meetings (including meetings of a committee of directors); and

                     (c)  resolutions passed by members without a meeting; and

                     (d)  resolutions passed by directors without a meeting; and

                     (e)  if the company is a proprietary company with only 1 director—the making of declarations by the director.

Note:          For resolutions and declarations without meetings, see sections 248A, 248B, 249A and 249B.

             (2)  The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

                     (a)  the chair of the meeting;

                     (b)  the chair of the next meeting.

             (3)  The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

             (4)  The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

             (5)  A company must keep its minute books at:

                     (a)  its registered office; or

                     (b)  its principal place of business in this jurisdiction; or

                     (c)  another place in this jurisdiction approved by ASIC.

             (6)  A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

251AA   Disclosure of proxy votes—listed companies

             (1)  A company must record in the minutes of a meeting, in respect of each resolution in the notice of meeting, the total number of proxy votes exercisable by all proxies validly appointed and:

                     (a)  if the resolution is decided by a show of hands—the total number of proxy votes in respect of which the appointments specified that:

                              (i)  the proxy is to vote for the resolution; and

                             (ii)  the proxy is to vote against the resolution; and

                            (iii)  the proxy is to abstain on the resolution; and

                            (iv)  the proxy may vote at the proxy’s discretion; and

                     (b)  if the resolution is decided on a poll—the information specified in paragraph (a) and the total number of votes cast on the poll:

                              (i)  in favour of the resolution; and

                             (ii)  against the resolution; and

                            (iii)  abstaining on the resolution.

             (2)  A company that must notify the Exchange of a resolution passed by members at a meeting of the company must, at the same time, give the Exchange the information specified in subsection (1).

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

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

251B   Members’ access to minutes

             (1)  A company must ensure that the minute books for the meetings of its members and for resolutions of members passed without meetings are open for inspection by members free of charge.

             (2)  A member of a company may ask the company in writing for a copy of:

                     (a)  any minutes of a meeting of the company’s members or an extract of the minutes; or

                     (b)  any minutes of a resolution passed by members without a meeting.

             (3)  If the company does not require the member to pay for the copy, the company must send it:

                     (a)  within 14 days after the member asks for it; or

                     (b)  within any longer period that ASIC approves.

             (4)  If the company requires payment for the copy, the company must send it:

                     (a)  within 14 days after the company receives the payment; or

                     (b)  within any longer period that ASIC approves.

The amount of any payment the company requires cannot exceed the prescribed amount.