Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ remove a director under section 203D; or

      (b) appoint a director in place of a director removed under that section.

      Shorter notice not allowed — removing auditor

      (4) At least 21 days notice must be given of a meeting of a company at which a resolution will be moved to remove an auditor under section 329.

      249HA Amount of notice of meetings of listed company

      (1) Despite section 249H, at least 28 days notice must be given of a meeting of a 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.

      249J Notice of meetings of members to members and directors

      Notice to members and directors individually

      (1) Written notice of a meeting of a company’s members must be given individually to each member entitled to vote at the meeting and to each director. Notice need only be given to 1 member of a joint membership.

      Notice to joint members (replaceable rule — see section 135)

      (2) Notice to joint members must be given to the joint member named first in the register of members.

      How notice is given

      (3) A company may give the notice of meeting to a member:

      (a) personally; or

      (b) by sending it by post to the address for the member in the register of members or the alternative address (if any) nominated by the member; or

      (c) by sending it to the fax number or electronic address (if any) nominated by the member; or

      (ca) by sending it to the member by other electronic means (if any) nominated by the member; or

      (cb) by notifying the member in accordance with subsection (3A); or

      (d) by any other means that the company’s constitution (if any) permits.

      Note: A defect in the notice given may not invalidate a meeting (see

      section 1322).

      (3A) If the member nominates:

      (a) an electronic means (the nominated notification means) by which the member may be notified that notices of meeting are available; and

      (b) an electronic means (the nominated access means) the member may use to access notices of meeting;

      the company may give the member notice of the meeting by notifying the member (using the nominated notification means):

      (c) that the notice of meeting is available; and

      (d) how the member may use the nominated access means to access the notice of meeting.

      This subsection does not limit subsection (3).

      When notice by post or fax is given (replaceable rule — see section 135)

      (4) A notice of meeting sent by post is taken to be given 3 days after it is posted. A notice of meeting sent by fax, or other electronic means, is taken to be given on the business day after it is sent.

      When notice under paragraph (3)(cb) is given (replaceable rule — see section 135)

      (5) A notice of meeting given to a member under paragraph (3)(cb) is taken to be given on the business day after the day on which the member is notified that the notice of meeting is available.

      249K Auditor entitled to notice and other communications

      (1) A company must give its auditor:

      (a) notice of a general meeting in the same way that a member of the company is entitled to receive notice; and

      (b) any other communications relating to the general meeting that a member of the company is entitled to receive.

      Note 1: For when a company must have an auditor, see Part 2M.3.

      Note 2: An auditor may appoint a representative to attend a meeting (see subsection 249V(4)).

      (2) An offence based on subsection (1) is an offence of strict liability.

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

      249L Contents of notice of meetings of members

      (1) A notice of a meeting of a company’s members must:

      (a) set out the place, date and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this); and

      (b) state the general nature of the meeting’s business; and

      (c) if a special resolution is to be proposed at the meeting — set out an intention to propose the special resolution and state the resolution; and

      (d) if a member is entitled to appoint a proxy — contain a statement setting out the following information:

      (i) that the member has a right to appoint a proxy;

      (ii) whether or not the proxy needs to be a member of the company;

      (iii) that a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

      Note: There may be other requirements for disclosure to members.

      (2) The notice of the AGM of a listed company must also:

      (a) inform members that the resolution referred to in subsection 250R(2) (resolution on remuneration report) will be put at the AGM; and

      (b) if at the previous AGM at least 25 % of the votes cast on a resolution that the remuneration report be adopted were against adoption of the report (but the same was not the case at the AGM before that):

      (i) explain the circumstances in which subsection 250V(1) would apply; and

      (ii) inform members that the resolution described in subsection 250V(1) as the spill resolution will be put at the AGM if that subsection applies.

      Note: Subsection 250R(2) requires a resolution to adopt a remuneration report for a listed company to be put to the vote at the company’s AGM.

      (3) The information included in the notice of meeting must be worded and presented in a clear, concise and effective manner.

      249LA Notice of meeting not required to contain certain information

СКАЧАТЬ