Corporations Act - Australia

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a director who ceased to hold office immediately before the end of the spill meeting is appointed as director by resolution passed at the spill meeting, his or her term of office runs as if the cessation and appointment had not happened.

      Note: This section is subject to subsection 250X(5).

      Part 2G.3 — Minutes and members’ access to minutes

      251A Minutes

      (1) A company must keep minute books in which it records within 1 month:

      (a) proceedings and resolutions of meetings of the company’s members; and

      (b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors); and

      (c) resolutions passed by members without a meeting; and

      (d) resolutions passed by directors without a meeting; and

      (e) if the company is a proprietary company with only 1 director — the making of declarations by the director.

      Note: For resolutions and declarations without meetings, see sections 248A, 248B, 249A and 249B.

      (2) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

      (a) the chair of the meeting;

      (b) the chair of the next meeting.

      (3) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

      (4) The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

      (5) A company must keep its minute books at:

      (a) its registered office; or

      (b) its principal place of business in this jurisdiction; or

      (c) another place in this jurisdiction approved by ASIC.

      (5A) An offence based on subsection (1), (2), (3), (4) or (5) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      (6) A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

      251AA Disclosure of proxy votes — listed companies

      (1) A company must record in the minutes of a meeting, in respect of each resolution in the notice of meeting, the total number of proxy votes exercisable by all proxies validly appointed and:

      (a) if the resolution is decided by a show of hands — the total number of proxy votes in respect of which the appointments specified that:

      (i) the proxy is to vote for the resolution; and

      (ii) the proxy is to vote against the resolution; and

      (iii) the proxy is to abstain on the resolution; and

      (iv) the proxy may vote at the proxy’s discretion; and

      (b) if the resolution is decided on a poll — the information specified in paragraph (a) and the total number of votes cast on the poll:

      (i) in favour of the resolution; and

      (ii) against the resolution; and

      (iii) abstaining on the resolution.

      (2) A company that must notify the operator of each market on which financial products of the company are listed of a resolution passed by members at a meeting of the company must, at the same time, give the relevant market operator the information specified in subsection (1).

      (3) This section only applies to a company that is listed.

      (4) This section applies despite anything in the company’s constitution.

      251B Members’ access to minutes

      (1) A company must ensure that the minute books for the meetings of its members and for resolutions of members passed without meetings are open for inspection by members free of charge.

      (2) A member of a company may ask the company in writing for a copy of:

      (a) any minutes of a meeting of the company’s members or an extract of the minutes; or

      (b) any minutes of a resolution passed by members without a meeting.

      (3) If the company does not require the member to pay for the copy, the company must send it:

      (a) within 14 days after the member asks for it; or

      (b) within any longer period that ASIC approves.

      (4) If the company requires payment for the copy, the company must send it:

      (a) within 14 days after the company receives the payment; or

      (b) within any longer period that ASIC approves.

      The amount of any payment the company requires cannot exceed the prescribed amount.

      (5) An offence based on subsection (1), (3) or (4) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      Part 2G.4 — Meetings of members of registered managed investment schemes

      Division 1 — Who may call meetings of members

      252A Calling of meetings of members by responsible entity

      The responsible entity of a registered scheme may call a meeting of the scheme’s members.

      252B Calling of meetings of members by responsible entity when requested by members

      (1) The responsible entity of a registered scheme must call and arrange to hold a meeting of the scheme’s members to consider and vote on a proposed special or extraordinary resolution on the request of:

      (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 on the resolution.

      (1A) The regulations may prescribe a different number of members for the purposes of the application of paragraph (1)(b) to:

      (a) a particular scheme; or

      (b) a particular class of scheme.

      Without limiting this, the regulations may specify the number as a percentage of the total number of members of the scheme.

      (2) The request must:

      (a) be in writing; and

      (b) state any resolution to be proposed at the meeting; and

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

      (3) The request may be accompanied by a statement about the proposed resolution provided by the members making the request.

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

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

      (6) The responsible entity must call the meeting within 21 days after the request is given to it. The meeting is to be held not later than 2 months after the request is given to the responsible entity.

      (7) The responsible entity must give to each of the members a copy of the proposed resolution and

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