Corporations Act. Australia
Чтение книги онлайн.
Читать онлайн книгу Corporations Act - Australia страница 96
Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
(2) If this Act requires information or a document relating to the resolution to be lodged with ASIC, that requirement is satisfied by lodging the information or document with the resolution that is passed.
Note: 1: A body corporate representative may sign such a resolution (see section 250D).
Note: 2: Passage of a resolution under this section must be recorded in the company’s minute books (see section 251A).
Division 2 — Who may call meetings of members
249C Calling of meetings of members by a director (replaceable rule — see section 135)
A director may call a meeting of the company’s members.
249CA Calling of meetings of members of a listed company by a director
(1) A director may call a meeting of the company’s members.
(2) This section only applies to a company that is listed.
(3) This section applies despite anything in the company’s constitution.
249D Calling of general meeting by directors when requested by members
(1) The directors of a company must call and arrange to hold a general meeting on the request of:
(a) members with at least 5 % of the votes that may be cast at the general meeting; or
(b) at least 100 members who are entitled to vote at the general meeting.
(1A) The regulations may prescribe a different number of members for the purposes of the application of paragraph (1)(b) to:
(a) a particular company; or
(b) a particular class of company.
Without limiting this, the regulations may specify the number as a percentage of the total number of members of the company.
(2) The request must:
(a) be in writing; and
(b) state any resolution to be proposed at the meeting; and
(c) be signed by the members making the request; and
(d) be given to the company.
(3) Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.
(4) The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.
(5) The directors must call the meeting within 21 days after the request is given to the company. The meeting is to be held not later than 2 months after the request is given to the company.
249E Failure of directors to call general meeting
(1) Members with more than 50 % of the votes of all of the members who make a request under section 249D may call and arrange to hold a general meeting if the directors do not do so within 21 days after the request is given to the company.
(2) The meeting must be called in the same way — so far as is possible — in which general meetings of the company may be called. The meeting must be held not later than 3 months after the request is given to the company.
(3) To call the meeting the members requesting the meeting may ask the company under section 173 for a copy of the register of members. Despite paragraph 173(3)(b), the company must give the members the copy of the register without charge.
(4) The company must pay the reasonable expenses the members incurred because the directors failed to call and arrange to hold the meeting.
(4A) An offence based on subsection (3) or (4) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(5) The company may recover the amount of the expenses from the directors. However, a director is not liable for the amount if they prove that they took all reasonable steps to cause the directors to comply with section 249D. The directors who are liable are jointly and individually liable for the amount. If a director who is liable for the amount does not reimburse the company, the company must deduct the amount from any sum payable as fees to, or remuneration of, the director.
249F Calling of general meetings by members
(1) Members with at least 5 % of the votes that may be cast at a general meeting of the company may call, and arrange to hold, a general meeting. The members calling the meeting must pay the expenses of calling and holding the meeting.
(2) The meeting must be called in the same way — so far as is possible — in which general meetings of the company may be called.
(3) The percentage of votes that members have is to be worked out as at the midnight before the meeting is called.
249G Calling of meetings of members by the Court
(1) The Court may order a meeting of the company’s members to be called if it is impracticable to call the meeting in any other way.
(2) The Court may make the order on application by:
(a) any director; or
(b) any member who would be entitled to vote at the meeting.
Note: For the directions the Court may give for calling, holding or conducting a meeting it has ordered be called, see section 1319.
Division 3 — How to call meetings of members
249H Amount of notice of meetings
General rule
(1) Subject to subsection (2), at least 21 days notice must be given of a meeting of a company’s members. However, if a company has a constitution, it may specify a longer minimum period of notice.
Calling meetings on shorter notice
(2) A company may call on shorter notice:
(a) an AGM, if all the members entitled to attend and vote at the AGM agree beforehand; and
(b) any other general meeting, if members with at least 95 % of the votes that may be cast at the meeting agree beforehand.
A company cannot call an AGM or other general meeting on shorter notice if it is a meeting of the kind referred to in subsection (3) or (4).
Shorter notice not allowed — removing or appointing director
(3) At least 21 days notice must be given of a meeting of the members of a public company at which a resolution СКАЧАТЬ