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Ch 12: Membership rights and meetings (Resolutions (Special resolution…
Ch 12: Membership rights and meetings
s198A
- board of directors are in charge of managing a company (replaceable rule)
Types of meetings
AGM
compulsory for public co's
S250R
- Held for annual reports, election of directors, auditor appointment, auditor's remuneration
EGM
can be called urgently by members holding 5% of the votes (s
249D
)
Notice
s249L
written notice must be given for all members entitled to vote
all meetings must set out:
date, time, place
agenda
details on how to appoint a proxy
Voting
show of hands
poll (formal is
s250J)
can appoint a proxy (
s249X
)
Resolutions
Ordinary resolution - simple majority (50%)
Special resolution (75%)
variation of class rights (
s 246B
)
changing co's constitution (
s 136
)
changing co's name or type (
s 157
)
resolution to wind up the co (
s 461
)
Signed resolution
(s249A)
circulating and getting the members to sign the resolution
Doctrine of unanimous consent
Members are bound by decisions on which they all agree (even if no formal meeting)
Procedural Defects
s1322
Court has discretion to validate meetings with a defect
if caused honestly