Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
249R Time and place for meetings of members
A meeting of a company’s members must be held at a reasonable time and place.
249S Technology
A company may hold a meeting of its members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.
Note: See section 1322 for the consequences of a member not being given a reasonable opportunity to participate.
249T Quorum (replaceable rule — see section 135)
(1) The quorum for a meeting of a company’s members is 2 members and the quorum must be present at all times during the meeting.
Note: For single member companies, see section 249B.
(2) In determining whether a quorum is present, count individuals attending as proxies or body corporate representatives. However, if a member has appointed more than 1 proxy or representative, count only 1 of them. If an individual is attending both as a member and as a proxy or body corporate representative, count them only once.
Note 1: For rights to appoint proxies, see section 249X.
Note 2: For body corporate representatives, see section 250D.
(3) A meeting of the company’s members that does not have a quorum present within 30 minutes after the time for the meeting set out in the notice of meeting is adjourned to the date, time and place the directors specify. If the directors do not specify 1 or more of those things, the meeting is adjourned to:
(a) if the date is not specified — the same day in the next week; and
(b) if the time is not specified — the same time; and
(c) if the place is not specified — the same place.
(4) If no quorum is present at the resumed meeting within
30 minutes after the time for the meeting, the meeting is dissolved.
249U Chairing meetings of members (replaceable rule — see section 135)
(1) The directors may elect an individual to chair meetings of the company’s members.
(2) The directors at a meeting of the company’s members must elect an individual present to chair the meeting (or part of it) if an individual has not already been elected by the directors to chair it or, having been elected, is not available to chair it, or declines to act, for the meeting (or part of the meeting).
(3) The members at a meeting of the company’s members must elect a member present to chair the meeting (or part of it) if:
(a) a chair has not previously been elected by the directors to chair the meeting; or
(b) a previously elected chair is not available, or declines to act, for the meeting (or part of the meeting).
(4) The chair must adjourn a meeting of the company’s members if the members present with a majority of votes at the meeting agree or direct that the chair must do so.
249V Auditor’s right to be heard at general meetings
(1) A company’s auditor is entitled to attend any general meeting of the company.
Note: Section 250RA imposes on the auditor of a listed public company an obligation to attend or be represented at the AGM.
(2) The auditor is entitled to be heard at the meeting on any part of the business of the meeting that concerns the auditor in their capacity as auditor.
(3) The auditor is entitled to be heard even if:
(a) the auditor retires at the meeting; or
(b) the meeting passes a resolution to remove the auditor from office.
(4) The auditor may authorise a person in writing as their representative for the purpose of attending and speaking at any general meeting.
Note 1: At an AGM, members may ask the auditor questions (see section 250T).
Note 2: For when a company must have an auditor, see Part 2M.3.
249W Adjourned meetings
When resolution passed
(1) A resolution passed at a meeting resumed after an adjournment is passed on the day it was passed.
Business at adjourned meetings (replaceable rule — see section 135)
(2) Only unfinished business is to be transacted at a meeting resumed after an adjournment
Division 6 — Proxies and body corporate representatives
249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies — see section 135)
(1) A member of a company who is entitled to attend and cast a vote at a meeting of the company’s members may appoint a person as the member’s proxy to attend and vote for the member at the meeting.
(1A) The person appointed as the member’s proxy may be an individual or a body corporate.
Note: A body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the member’s proxy, see section 250D.
(2) The appointment may specify the proportion or number of votes that the proxy may exercise.
(3) Each member may appoint a proxy. If the member is entitled to cast 2 or more votes at the meeting, they may appoint 2 proxies. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes.
(4) Disregard any fractions of votes resulting from the application of subsection (2) or (3).
249Y Rights of proxies
Rights of proxies
(1) A proxy appointed to attend and vote for a member has the same rights as the member:
(a) to speak at the meeting; and
(b) to vote (but only to the extent allowed by the appointment); and
(c) join in a demand for a poll.
Proxy’s right to vote
(2) If a company has a constitution, the constitution may provide that a proxy is not entitled to vote on a show of hands.
Note: Even if the СКАЧАТЬ