Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ — 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: The scheme’s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 252W(2)).

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

      (5A) An offence based on subsection (5) is an offence of strict liability.

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

      (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.

      252Z Proxy documents

      Section applies subject to scheme’s constitution

      (1) Subsections (2), (3) and (4) apply to a registered scheme subject to the provisions of the scheme’s constitution.

      Documents to be received by responsible entity before meeting

      (2) For an appointment of a proxy for a meeting of the scheme’s members to be effective, the following documents must be received by the responsible entity 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

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

      Receipt of documents

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

      (a) the responsible entity’s registered office;

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

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

      Ineffective appointments of fax or electronic notification

      (4) An appointment of a proxy is ineffective if:

      (a) the responsible entity receives either or both the appointment or authority at a fax number or electronic address; and

      (b) a requirement (if any) in the notice of meeting that:

      (i) the transmission be verified in a way specified in the notice; or

      (ii) the proxy produce the appointment and authority (if any) at the meeting;

      is not complied with.

      Constitution or notice of meeting may provide for different notification period

      (5) The scheme’s constitution or the notice of meeting may reduce the period of 48 hours referred to in subsection (2) or (3).

      253A Validity of proxy vote

      Proxy vote valid even if member dies, revokes appointment etc.

      (1) Unless the responsible entity 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 interest in respect of which the proxy was given.

      This subsection applies to a registered scheme subject to the provisions of the scheme’s constitution.

      Note: A proxy’s authority to vote is suspended while the member is present at the meeting (see subsection 252W(3)).

      Proxy vote valid even if proxy cannot vote as member

      (2) 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.

      253B Body corporate representative

      (1) A body corporate may appoint an individual as a representative to exercise all or any of its powers at a meeting of a registered scheme’s members. The appointment may be a standing one.

      (2) The appointment must set out what the representative is appointed to do and 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.

      Division 6 — Voting at meetings of members

      253C How many votes a member has

      (1) On a show of hands, each member of a registered scheme has 1 vote.

      (2) On a poll, each member of the scheme has 1 vote for each dollar of the value of the total interests they have in the scheme.

      Note 1: For rights to appoint proxies, see section 252V.

      Note 2: 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).

      253D Jointly held interests

      If an interest in a registered scheme is held СКАЧАТЬ