Corporations Act - Australia

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documents must be received by the responsible entity at least 48 hours before the meeting:

      (a) the proxy’s appointment

      (b) if the appointment is signed by the appointor’s attorney — the authority under which the appointment was signed or a certified copy of the authority.

      Documents received following adjournment of meeting

      (3) If a meeting of the scheme’s members has been adjourned, an appointment and any authority received by the responsible entity at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting.

      Receipt of documents

      (3A) A responsible entity receives an appointment authority when it is received at any of the following:

      (a) the responsible entity’s registered office;

      (b) a fax number at the responsible entity’s registered office;

      (c) a place, fax number or electronic address specified for the purpose in the notice of meeting.

      Ineffective appointments of fax or electronic notification

      (4) An appointment of a proxy is ineffective if:

      (a) the responsible entity receives either or both the appointment or authority at a fax number or electronic address; and

      (b) a requirement (if any) in the notice of meeting that:

      (i) the transmission be verified in a way specified in the notice; or

      (ii) the proxy produce the appointment and authority (if any) at the meeting;

      is not complied with.

      Constitution or notice of meeting may provide for different notification period

      (5) The scheme’s constitution or the notice of meeting may reduce the period of 48 hours referred to in subsection (2) or (3).

      253A Validity of proxy vote

      Proxy vote valid even if member dies, revokes appointment etc.

      (1) Unless the responsible entity has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes:

      (a) the appointing member dies; or

      (b) the member is mentally incapacitated; or

      (c) the member revokes the proxy’s appointment; or

      (d) the member revokes the authority under which the proxy was appointed by a third party; or

      (e) the member transfers the interest in respect of which the proxy was given.

      This subsection applies to a registered scheme subject to the provisions of the scheme’s constitution.

      Note: A proxy’s authority to vote is suspended while the member is present at the meeting (see subsection 252W(3)).

      Proxy vote valid even if proxy cannot vote as member

      (2) A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.

      253B Body corporate representative

      (1) A body corporate may appoint an individual as a representative to exercise all or any of its powers at a meeting of a registered scheme’s members. The appointment may be a standing one.

      (2) The appointment must set out what the representative is appointed to do and may set out restrictions on the representative’s powers. If the appointment is to be by reference to a position held, the appointment must identify the position.

      (3) A body corporate may appoint more than 1 representative but only 1 representative may exercise the body’s powers at any one time.

      (4) Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

      Division 6 — Voting at meetings of members

      253C How many votes a member has

      (1) On a show of hands, each member of a registered scheme has 1 vote.

      (2) On a poll, each member of the scheme has 1 vote for each dollar of the value of the total interests they have in the scheme.

      Note 1: For rights to appoint proxies, see section 252V.

      Note 2: Unless otherwise specified in the appointment, a body corporate representative has all the powers that a body corporate has as a member (including the power to vote on a show of hands).

      253D Jointly held interests

      If an interest in a registered scheme is held jointly and more than 1 member votes in respect of that interest, only the vote of the member whose name appears first in the register of members counts.

      253E Responsible entity and associates cannot vote if interested in resolution

      The responsible entity of a registered scheme and its associates are not entitled to vote their interest on a resolution at a meeting of the scheme’s members if they have an interest in the resolution or matter other than as a member. However, if the scheme is listed, the responsible entity and its associates are entitled to vote their interest on resolutions to remove the responsible entity and choose a new responsible entity.

      Note: The responsible entity and its associates may vote as proxies if their appointments specify the way they are to vote and they vote that way (see subsection 253A(2)).

      253F How to work out the value of an interest

      The value of an interest in a registered scheme is:

      (a) if it is quoted on a prescribed financial market — the last sale price on that market on the trading day immediately before the day on which the poll is taken; or

      (b) if it is not quoted on a prescribed financial market and the scheme is liquid and has a withdrawal provision in its constitution — the amount that would be paid for the interest under that provision on the business day immediately before the day on which the poll is taken; or

      (c) in any other case — the amount that the responsible entity determines in writing to be the price that a willing but not anxious buyer would pay for the interest if it was sold on the business day immediately before the day on which the poll is taken.

      253G Objections to a right to vote

      A challenge to a right to vote at a meeting of members of a registered scheme:

      (a) may only be made at the meeting; and

      (b) must be determined by the chair, whose decision is final.

      253H Votes need not all be cast in the same way

      On a poll a person voting who is entitled to 2 or more votes:

      (a) need not cast all their votes; and

      (b) may cast their votes in different ways.

      Note: For proxy appointments that specify the proxy is to vote on a particular resolution, see subsection 252Y(4).

      253J How voting is carried out

      (1) A special or extraordinary resolution put to the vote at a meeting of a registered scheme’s members must be decided on a poll.

      (2) Any other resolution put to the vote at a meeting of the scheme’s members must be decided on a show of hands unless a poll is demanded. The resolution

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