Corporations Act - Australia

Скачать книгу

as it gives notice of the meeting. The responsible entity must distribute the copies in the same way in which it gives notice of the meeting.

      (8) The responsible entity does not have to distribute a copy of the resolution or statement if either is more than 1,000 words long or defamatory.

      (9) The responsible entity is responsible for the expenses of calling and holding the meeting and making the distribution. The responsible entity may meet those expenses from the scheme’s assets.

      252C Failure of responsible entity to call meeting of the scheme’s members

      (1) Members with more than 50 % of the votes carried by interests held by the members who make a request under section 252B may call and arrange to hold a meeting of the scheme’s members and distribute the statement (if any) if the responsible entity does not do so within 21 days after the request is given to the responsible entity.

      (2) The meeting must be called and the statement is to be distributed in the same way — so far as is possible — in which meetings of the scheme’s members may be called by the responsible entity and information is distributed to members by the responsible entity. The meeting must be held not later than 3 months after the request is given to the responsible entity.

      (3) To call the meeting the members requesting the meeting may ask the responsible entity under section 173 for a copy of the register of members. Despite paragraph 173(3)(b), the responsible entity must give the members requesting the meeting the copy of the register without charge.

      (4) The responsible entity must pay the reasonable expenses the members incurred because the responsible entity failed to call and arrange to hold the meeting and to make the distribution (if any). The responsible entity must not pay those expenses from the scheme’s assets.

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

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

      252D Calling of meetings of members by members

      (1) Members of a registered scheme who hold interests carrying at least 5 % of the votes that may be cast at a meeting of the scheme’s members may call and arrange to hold a meeting of the scheme’s members to consider and vote on a proposed special resolution or a proposed extraordinary resolution. The members calling the meeting must pay the expenses of calling and holding the meeting.

      (2) The meeting must be called in the same way — so far as is possible — in which meetings of the scheme’s members may be called by the responsible entity.

      (3) The percentage of the votes carried by interests that members hold is to be worked out as at the midnight before the meeting is called.

      252E Calling of meetings of members by the Court

      (1) The Court may order a meeting of a registered scheme’s members to be called to consider and vote on a proposed special or extraordinary resolution if it is impracticable to call the meeting in any other way.

      (2) The Court may make the order on application by:

      (a) the responsible entity; or

      (b) any member of the scheme who would be entitled to vote at the meeting.

      Note: For the directions the Court may give for calling, holding or conducting a meeting it has ordered be called, see section 1319.

      Division 2 — How to call meetings of members

      252F Amount of notice of meetings

      At least 21 days notice must be given of a meeting of the members of a registered scheme. However, the scheme’s constitution may specify a longer minimum period of notice.

      252G Notice of meetings of members to members, directors and auditors

      Notice to members, directors and auditors individually

      (1) Written notice of a meeting of a registered scheme’s members must be given to:

      (a) each member of the scheme entitled to vote at the meeting; and

      (b) each director of the responsible entity; and

      (c) the auditor of the scheme; and

      (d) the auditor of the scheme compliance plan.

      If an interest is held jointly, notice need only be given to 1 of the members.

      Notice to joint members

      (2) Unless the scheme’s constitution provides otherwise, notice to joint members must be given to the joint member named first in the register of members.

      How notice is given

      (3) Unless the scheme’s constitution provides otherwise, the responsible entity may give notice of the meeting to a member:

      (a) personally; or

      (b) by sending it by post to the address for the member in the register of members or an alternative address (if any) nominated by the member; or

      (c) by sending it to the fax number or electronic address (if any) nominated by the member.

      Note: A defect in the notice given may not invalidate a meeting (see section 1322).

      When notice by post or fax is given

      (4) Unless the scheme’s constitution provides otherwise, 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.

      252H Auditors entitled to other communications

      (1) The responsible entity of a registered scheme must give the auditor of the scheme and the auditor of the scheme compliance plan any other communications relating to the meeting that a member of the scheme is entitled to receive.

      (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.

      252J Contents of notice of meetings of members

      A notice of a meeting of a registered scheme’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 or extraordinary resolution is to be proposed at the meeting — set out an intention to propose the special or extraordinary resolution and state the resolution; and

      (d) contain a statement setting out the following information:

      (i) that the member has a right to appoint a proxy;

      (ii) that the proxy does not need to be a member of the registered scheme;

      (iii) that if the member appoints 2 proxies the member may specify the proportion or number of votes the proxy is appointed to exercise.

      Note: There may be other requirements for disclosure to members.

      252K Notice of adjourned meetings

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

      Division 3 — Members’ rights to put resolutions etc. at meetings of members

      252L Members’ resolutions

      (1) The following members of a registered scheme may give the responsible entity

Скачать книгу