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Topic 5: Members Powers, Meetings & Dividends (Wk 6) - Coggle Diagram
Topic 5: Members Powers, Meetings & Dividends (Wk 6)
Rules, procedures and rights of membership
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Members meetings
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Notice requirements
- 21 days must be given (28 days for listed unless agreed for a short period) s 249H and s 249HA
- given to members, director and auditors ss 249J and 249K
- must include information as per s 249L
Members resolutions
Ordinary resolution
- passed by the majority of members present and voting
Special resolution
- passed by at least 75% of the votes (in a meeting with 21 days notice) s 9 & s 249L(1)(c)
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Voting
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Voting by poll
- a vote per share s 250E
- must be demanded by at least 5 shareholders entitled to vote with at least 5% of the votes or the chair s 250L
Proxy rules
- right to represent the member at a general meeting
A member who is entitled to vote can appoint a proxy s 249X
- if entitled to cast two or more votes, can appoint up to two proxies with the votes apportioned
Proxy has the same rights as the member s 249Y
- can be 'open': has discretion on how to vote) or
- 'directed': must vote in accordance with instructions
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Dividends
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Replaceable rule - members have no right to demand to be paid a dividend, its at the directors discretion s 254U
Divides can only be paid if the company passes all parts of the balance sheet solvency test in s 254T
- if paid in contravention of this can expose directors to personal liability and penalties
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