Corporations Act - Australia

Скачать книгу

a meeting of the scheme’s members:

      (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 meeting of the scheme’s members.

      (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.

      (1B) The resolution must be:

      (a) a special resolution; or

      (b) an extraordinary resolution; or

      (c) a resolution to remove the responsible entity of a scheme that is listed and choose a new responsible entity.

      (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 giving the notice.

      (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 the votes that members have is to be worked out as at the midnight before the members give the notice.

      252M Responsible entity giving notice of members’ resolutions

      (1) If a responsible entity has been given notice of a resolution under section 252L, the resolution is to be considered at the next meeting of the scheme’s members that occurs more than 2 months after the notice is given.

      (2) The responsible entity must give all the members of the scheme 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 responsible entity is responsible for the cost of giving members notice of the resolution if the responsible entity 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 responsible entity in giving members notice of the resolution if the responsible entity does not receive the members’ notice in time to send it out with the notice of meeting. A resolution may be passed at a meeting of the scheme’s members that the responsible entity is to meet the expenses out of the scheme’s assets.

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

      (a) if it is more than 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 responsible entity a sum reasonably sufficient to meet the expenses that it will reasonably incur in giving the notice.

      252N Members’ statements to be distributed

      (1) Members may request a responsible entity 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 meeting of the scheme’s members; or

      (b) any other matter that may be properly considered at a meeting of the scheme’s members.

      (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 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.

      (3) The request must be:

      (a) in writing; and

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

      (c) given to the responsible entity.

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

      (6) After receiving the request, the responsible entity must distribute to all the members of the scheme 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 meeting.

      (7) The responsible entity is responsible for the cost of making the distribution if the responsible entity 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 responsible entity in making the distribution if the responsible entity does not receive the statement in time to send it out with the notice of meeting. A resolution may be passed at a meeting of the scheme’s members that the responsible entity is to meet the expenses out of the scheme’s assets.

      (9) The responsible entity 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 4 — Holding meetings of members

      252P Time and place for meetings of members

      A meeting of a registered scheme’s members must be held at a reasonable time and place.

      252Q Technology

      A responsible entity of a registered scheme may hold a meeting of the scheme’s 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 members not being given a reasonable opportunity to participate.

      252R Quorum

      (1) This section applies to a registered scheme subject to the provisions of the scheme’s constitution.

      (2) The quorum for a meeting of a registered scheme’s members is 2 members and the quorum must be present at all times during the meeting.

      (3) 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 252V.

      Note 2: For body corporate representatives, see section 253B.

      (4) A meeting of the scheme’s members that does not have a quorum present within 30 minutes after the time for the start of the meeting set out in the notice of meeting is adjourned to the date, time and place the responsible entity specifies. If the responsible entity does 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

Скачать книгу