Corporations Act - Australia

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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

      (1) The regulations may provide that a notice of a meeting of a company’s members is not required by section 249L or otherwise to include information specified in the regulations if any conditions specified in the regulations are satisfied.

      (2) Without limiting subsection (1), the regulations may specify different conditions for:

      (a) different kinds of information; and

      (b) a notice of meeting given by a company or a class of companies.

      (3) If:

      (a) regulations are made for the purposes of subsection (1); and

      (b) a notice of meeting does not include particular information in accordance with those regulations;

      the information is taken to be included in the notice of meeting.

      249M Notice of adjourned meetings (replaceable rule — see section 135)

      When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.

      Division 4 — Members’ rights to put resolutions etc. at general meetings

      249N Members’ resolutions

      (1) The following members may give a company notice of a resolution that they propose to move at a general meeting:

      (a) members with at least 5 % of the votes that may be cast on the resolution; or

      (b) at least 100 members who are entitled to vote at a 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 notice must:

      (a) be in writing; and:

      (b) set out the wording of the proposed resolution; and

      (c) be signed by the members proposing to move the resolution.

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

      (4) The percentage of votes that members have is to be worked out as at the midnight before the members give the notice.

      249O Company giving notice of members’ resolutions

      (1) If a company has been given notice of a resolution under section 249N, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given.

      (2) The company must give all its members notice of the resolution at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a meeting.

      (3) The company is responsible for the cost of giving members notice of the resolution if the company receives the notice in time to send it out to members with the notice of meeting.

      (4) The members requesting the meeting are jointly and individually liable for the expenses reasonably incurred by the company in giving members notice of the resolution if the company does not receive the members’ notice in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

      (5) The company need not give notice of the resolution:

      (a)

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