Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
253E Responsible entity and associates cannot vote if interested in resolution
The responsible entity of a registered scheme and its associates are not entitled to vote their interest on a resolution at a meeting of the scheme’s members if they have an interest in the resolution or matter other than as a member. However, if the scheme is listed, the responsible entity and its associates are entitled to vote their interest on resolutions to remove the responsible entity and choose a new responsible entity.
Note: The responsible entity and its associates may vote as proxies if their appointments specify the way they are to vote and they vote that way (see subsection 253A(2)).
253F How to work out the value of an interest
The value of an interest in a registered scheme is:
(a) if it is quoted on a prescribed financial market — the last sale price on that market on the trading day immediately before the day on which the poll is taken; or
(b) if it is not quoted on a prescribed financial market and the scheme is liquid and has a withdrawal provision in its constitution — the amount that would be paid for the interest under that provision on the business day immediately before the day on which the poll is taken; or
(c) in any other case — the amount that the responsible entity determines in writing to be the price that a willing but not anxious buyer would pay for the interest if it was sold on the business day immediately before the day on which the poll is taken.
253G Objections to a right to vote
A challenge to a right to vote at a meeting of members of a registered scheme:
(a) may only be made at the meeting; and
(b) must be determined by the chair, whose decision is final.
253H Votes need not all be cast in the same way
On a poll a person voting who is entitled to 2 or more votes:
(a) need not cast all their votes; and
(b) may cast their votes in different ways.
Note: For proxy appointments that specify the proxy is to vote on a particular resolution, see subsection 252Y(4).
253J How voting is carried out
(1) A special or extraordinary resolution put to the vote at a meeting of a registered scheme’s members must be decided on a poll.
(2) Any other resolution put to the vote at a meeting of the scheme’s members must be decided on a show of hands unless a poll is demanded. The resolution is passed on a poll if it has been passed by at least 50 % of the votes cast by members entitled to vote on the resolution.
(3) On a show of hands, a declaration by the chair is conclusive evidence of the result. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.
Note: Even though the chair’s declaration is conclusive of the voting results, the members present may demand a poll (see paragraph 253L(3)(c)).
253K Matters on which a poll may be demanded
(1) A poll may be demanded on any resolution.
(2) A registered scheme’s constitution may provide that a poll cannot be demanded on any resolution concerning:
(a) the election of the chair of a meeting; or
(b) the adjournment of a meeting.
(3) A demand for a poll may be withdrawn.
253L When a poll is effectively demanded
(1) At a meeting of a registered scheme’s members, a poll may be demanded by:
(a) at least 5 members present entitled to vote on the resolution; or
(b) members present with at least 5 % of the votes that may be cast on the resolution on a poll; or
(c) the chair.
(2) A registered scheme’s constitution may provide that fewer members or members with a lesser percentage of votes may demand a poll.
(3) The poll may be demanded:
(a) before a vote is taken; or
(b) before the voting results on a show of hands are declared; or
(c) immediately after the voting results on a show of hands are declared.
(4) The percentage of votes that members have is to be worked out as at close of business on the day before the poll is demanded.
Division 7 — Minutes and members’ access to minutes
253M Minutes
(1) A responsible entity of a registered scheme must keep minute books in which it records within 1 month:
(a) proceedings of meetings of the scheme’s members; and
(b) resolutions of meetings of the scheme’s members.
(2) The responsible entity must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.
(3) The responsible entity must keep the 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.
(3A) An offence based on subsection (1), (2) or (3) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(4) A minute that is so recorded and signed is evidence of the proceeding or resolution to which it relates, unless the contrary is proved.
253N Members’ access to minutes
(1) The responsible entity of a registered scheme must ensure that the minute books for the meetings of the scheme’s members are open for inspection by members free of charge.
(2) A member of a registered scheme may ask the responsible entity in writing for a copy of any minutes of a meeting of the scheme’s members or an extract of the minutes.
(3) If the responsible entity does not require the member to pay for the copy, the responsible entity must send it:
(a) within 14 days after СКАЧАТЬ