Corporations Act - Australia

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The directors of a company may pass a resolution without a directors’ meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.

      Copies

      (2) Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy.

      When the resolution is passed

      (3) The resolution is passed when the last director signs.

      Note: Passage of a resolution under this section must be recorded in the company’s minute books (see section 251A).

      248B Resolutions and declarations of 1 director proprietary companies

      Resolutions

      (1) The director of a proprietary company that has only 1 director may pass a resolution by recording it and signing the record.

      Declarations

      (2) The director of a proprietary company that has only 1 director may make a declaration by recording it and signing the record. Recording and signing the declaration satisfies any requirement in this Act that the declaration be made at a directors’ meeting.

      Note: 1: For directors’ declarations, see sections 295 and 494.

      Note: 2: Passage of a resolution or the making of a declaration under this section must be recorded in the company’s minute books (see section 251A).

      Division 2 — Directors’ meetings

      248C Calling directors’ meetings (replaceable rule see section 135)

      A directors’ meeting may be called by a director giving reasonable notice individually to every other director.

      Note: A director who has appointed an alternate director may ask for the notice to be sent to the alternate director (see subsection 201K(2)).

      248D Use of technology

      A directors’ meeting may be called or held using any technology consented to by all the directors. The consent may be a standing one. A director may only withdraw their consent within a reasonable period before the meeting.

      248E Chairing directors’ meetings (replaceable rule see section 135)

      (1) The directors may elect a director to chair their meetings. The directors may determine the period for which the director is to be the chair.

      (2) The directors must elect a director present to chair a meeting, or part of it, if:

      (a) a director has not already been elected to chair the meeting; or

      (b) a previously elected chair is not available or declines to act, for the meeting or the part of the meeting.

      248F Quorum at directors’ meetings (replaceable rule see section 135)

      Unless the directors determine otherwise, the quorum for a directors’ meeting is 2 directors and the quorum must be present at all times during the meeting.

      Note 1: For special quorum rules for public companies, see section 195.

      Note 2: For resolutions of 1 director proprietary companies without meetings, see section 248B.

      248G Passing of directors’ resolutions (replaceable rule see section 135)

      (1) A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution.

      (2) The chair has a casting vote if necessary in addition to any vote they have in their capacity as a director.

      Note: The chair may be precluded from voting, for example, by a conflict of interest.

      Part 2G.2 — Meetings of members of companies

      Division 1 — Resolutions without meetings

      249A Circulating resolutions of proprietary companies with more than 1 member

      (1) This section applies to resolutions of the members of proprietary companies that this Act or, if a company has a constitution, the company’s constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section 329 to remove an auditor.

      (2) A company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign.

      (3) Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.

      (4) The resolution is passed when the last member signs.

      (5) A company that passes a resolution under this section without holding a meeting satisfies any requirement in this Act:

      (a) to give members information or a document relating to the resolution — by giving members that information or document with the document to be signed; and

      (b) to lodge with ASIC a copy of a notice of meeting to consider the resolution — by lodging a copy of the document to be signed by members; and

      (c) to lodge a copy of a document that accompanies a notice of meeting to consider the resolution — by lodging a copy of the information or documents referred to in paragraph (a).

      (6) The passage of the resolution satisfies any requirement in this Act, or a company’s constitution (if any), that the resolution be passed at a general meeting.

      (7) This section does not affect any rule of law relating to the assent of members not given at a general meeting.

      Note: 1: A body corporate representative may sign a circulating 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).

      249B Resolutions of 1 member companies

      (1) A company that has only 1 member may pass a resolution by the member recording it and signing the record.

      (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)

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