Corporations Act - Australia

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1,000 words long or defamatory; or

      (b) if the members making the request are to bear the expenses of sending the notice out — unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in giving the notice.

      249P Members’ statements to be distributed

      (1) Members may request a company to give to all its members a statement provided by the members making the request about:

      (a) a resolution that is proposed to be moved at a general meeting; or

      (b) any other matter that may be properly considered at a general meeting.

      (2) The request must be made by:

      (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 the meeting.

      (2A) The regulations may prescribe a different number of members for the purposes of the application of paragraph (2)(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.

      (3) The request must be:

      (a) in writing; and

      (b) signed by the members making the request; and

      (c) given to the company.

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

      (5) The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

      (6) After receiving the request, the company must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a general meeting.

      (7) The company is responsible for the cost of making the distribution if the company receives the statement in time to send it out to members with the notice of meeting.

      (8) The members making the request are jointly and individually liable for the expenses reasonably incurred by the company in making the distribution if the company does not receive the statement in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

      (9) The company need not comply with the request:

      (a) if the statement is more than 1,000 words long or defamatory; or

      (b) if the members making the request are responsible for the expenses of the distribution — unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in making the distribution.

      Division 5 — Holding meetings of members

      249Q Purpose

      A meeting of a company’s members must be held for a proper purpose.

      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

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