BLAW20001 Lecture Notes - Lecture 4: Rule 21, Decision-Making, Heaven
19 Jun 2018
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WEEK 4 CORPORATE LAW
Member meetings and restrictions on decision making
Types of members’ meetings: Decision making power divided between board of directors and members in a general
meeting. Other meetings include extraordinary general meetings and a class meeting. Usually meetings are called by
the board.
s 250N: AGM must be held once in every calendar year and working 5 months of end of financial year.
s 249C [RR]: meetings can be called by single director.
s 249CA: listed company by single director
s 249G: called by court on application by director or member if otherwise impracticable.
Can members call a meeting?
s 249D: Requisition by 5%+ members
Directors need not convene if the purpose is improper: NRMA v Parker
s 249Q: meeting of members must be held for proper use. (These will be issues that members are allowed to vote on)
s 1324: injunction for meeting to not go ahead if not for proper use
NRMA v Scandrett
s 249E:- Where directors don’t call meetings
s 249F: Direct convening by 5%+ members.
Members’ meeting agenda: Only matters that have been included in the agendas/notice of meeting can be discussed.
Directors determine agenda when calling a meeting.
s 250R: advisory- members vote on whether remuneration report should be adopted. Matters stated in this section
don’t need to be included on the agendas (financial reports, election of directors).
s 249N: members can request the inclusion of resolutions to be put to the members of the next meeting (5% of vote or
100 members).
s 249O and s 249P: company must send out notice of member resolutions, statements.
Giving notice of the meeting: General rule- 21 days notice.
s 249H: meeting must be given 21 days’ notice or sooner (AGM 100% agree and EGM when 95% agree). No short
notice when resolution to remove public company director.
s 249HA: listed companies have 28 days notice.
s 249J: notice must be given to members and directors
s 249K: notice must be given to auditor.
s 249L: What notice of meeting must contain.
s 249L(1)(c): “Fully and fairly inform and instruct the shareholder about the matter on which he or she will have to
vote” Devereaux Holdings
Conduct of Meetings:
s 249T [RR]:Quorum
s 249S: Use of technology for meetings is allowed i.e. video meetings.
s 249X: Proxies and corporate representatives (RR for Pty Ltd only).
s 249U [RR]: Directors elect chair of meeting
s 250S: the chair of the AGM must allow members to ask questions and make comments about management of
company.
s 250G: if auditors/audit reps are present, members must be allowed the opportunity to ask questions regarding the
audit.
ss 250PA and 250RA: an auditor of a listed company must attend the AGM
s 250SA: members of listed companies may make comments on remuneration reports.
Decision making without meetings
s 249B: single member companies, resolution is passed by member recording and signing it (‘minutes’)- notice still
goes to ASIC.
s 249A: proprietary companies “flying minutes”; all members entitled to vote must sign a document agreeing to
resolution.
Voting:
s 250E [RR]: one vote per share.
s 249Y: voting by proxies
s 250J [RR]; s 250K: show of hands poll- one vote per person not per share.
ALWAYS ASSUME POLL FOR CORP LAW- VOTES PER SHARE.
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