Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ paragraph 250V(1)(b) remain as directors of the company.

      Consequences of failure to hold spill meeting in time

      (5) If the company does not hold the spill meeting within 90 days after the spill resolution was passed, each person who is a director of the company at the end of those 90 days commits an offence.

      Note: A person who is a director at the end of those 90 days may commit an offence even if he or she was not a director when the spill resolution was passed.

      (6) An offence against subsection (5) is an offence of strict liability.

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

      (7) Subsection (5) does not apply if the company need not hold the spill meeting because of subsection (4).

      Note: A defendant bears an evidential burden in relation to the matter in subsection (7): see subsection 13.3(3) of the Criminal Code.

      (8) Subsection (5) does not apply to a person who was not a director of the company at any time during the period:

      (a) starting when the spill resolution was passed; and

      (b) ending at the last time notice of the spill meeting could have been given to hold the spill meeting within 90 days after the spill resolution was passed and comply with section 249HA (Amount of notice of meetings of listed company).

      Note: A defendant bears an evidential burden in relation to the matter in subsection (8): see subsection 13.3(3) of the Criminal Code.

      Cessation of relevant directors and commencement of newly‑appointed directors

      (9) All the company’s directors described in paragraph 250V(1)(b) cease to hold office immediately before the end of the spill meeting and the directors appointed by the meeting commence to hold office at the end of that meeting. This subsection has effect despite anything else in this Act and the company’s constitution.

      250X Ensuring there are at least 3 directors after spill meeting

      (1) This section applies if there would be fewer than 3 directors of the company immediately after the spill meeting apart from this section.

      Note: Subsection 201A(2) requires the company to have at least 3 directors.

      (2) Enough directors to ensure that the company has 3 directors immediately after the spill meeting are taken to have been appointed, by resolution passed at the spill meeting, from the persons who:

      (a) gave the company signed consents to act as directors of the company in anticipation of being appointed by such a resolution; and

      (b) were not appointed as directors by such a resolution apart from this section.

      Note: The number of directors taken under subsection (2) to have been appointed is the difference between 3 and the number of directors holding office immediately after the spill meeting apart from this section.

      (3) The persons taken to have been appointed are those with the highest percentages of votes favouring their appointment cast at the spill meeting on the resolution for their appointment (even if less than half the votes cast on the resolution were in favour of their appointment).

      Example: Suppose that, under subsection (2), 2 directors are taken to have been appointed, and the percentages of votes favouring appointment were 50 % for Jean, 40 % for Karl and 30 % for Lionel. Jean and Karl would both be taken to have been appointed directors, but Lionel would not.

      (4) For the purposes of this section, if 2 or more persons have the same percentage of votes favouring their appointment, the one of those persons chosen by the director or directors who hold office apart from this subsection is taken to have a higher percentage than the rest of those persons.

      Note: A director who holds office apart from subsection (4) could make a series of choices if 3 or more persons all have the same percentage of votes favouring their appointment and it is necessary to work out which 2 of those persons are taken to be appointed as directors.

      (5) If a person is taken to have been appointed because of a choice under subsection (4), the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

      (6) This section has effect despite anything else in this Act and the company’s constitution.

      250Y Term of office of director reappointed at spill meeting

      If a director who ceased to hold office immediately before the end of the spill meeting is appointed as director by resolution passed at the spill meeting, his or her term of office runs as if the cessation and appointment had not happened.

      Note: This section is subject to subsection 250X(5).

      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.

      (5A) An offence based on subsection (1), (2), (3), (4) or (5) is an offence of strict liability.

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

      (6) A minute that is so recorded and signed СКАЧАТЬ