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The directors must call and arrange to hold a general

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the directors must call and arrange to hold a general meeting on the request of either: o (a) members with at least 5% of the votes that may be cast at the general meeting o (b) at least 100 members who are entitled to vote at the general meeting However there is concern about these provisions because it used to be the case that unions would buy up 100 members and demand meetings (4) Court Under {s 249G Corporations Act} where it is impracticable to call the meeting in any other way the court may order a meeting to be called on application of any director or any member entitled to vote This power was exercised in { Re Totex-Adon Pty Ltd} B.4 Notice of Meetings (1) Adequate Time for Notice of GM For listed companies at least 28 days notice is required {s 249HA Corporations Act} For all other companies at least 21 days notice is required {s 249H(1) Corporations Act} o The constitution may specify a longer minimum period o ALL members can consent to a shorter notice period {s 249H(2)(a) Corporations Act} o Shareholders with 95% of the voting rights can consent to shorter notice [s 249H(2)(b) Corporations Act} However there cannot be a short notice period for public companies which involve resolutions about: o Removing a director or {s 249H(3) Corporations Act} o Removing an auditor {s 249H(4) Corporations Act} (2) Delivery of Notice Written notice must be given individually to each member entitled to vote {s 249J(1) Corporations Act} 4
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Corporate Structure Written notice must also be given to each director and the auditor { s 249J Corporations Act} Delivery can by personally, fax, post, or email { s 249J(3) Corporations Act} (3) Content of the Notice Under { s 249L Corporations Act} it sets out the content for the notice: o Set out the place, date and time of the meeting (and technology that will be used to facilitate a meeting in two or more places) o State the general nature of the meeting’s business o If a special resolution is to be proposed this must be stated as must the text of the resolution o If a member is entitled to appoint a proxy sate: That the member has that right Whether or not the proxy needs to be a member and That a member entitled to cast 2 or more votes may appoint 2 or more proxies and may specify the proportions or number of votes each proxy is entitled to exercise For listed companies the notice must also specify a place and fax number for the return of proxy appointment authorities {s 249L(3) Corporations Act} requires that the information included in a notice of a meeting be clear, concise and effective in presentation Under common law the notice must: {Fraser v NRMA} o Present a fair and balanced case (arguments for and against proposal) o Full disclosure must be tempered by the need to present a document that will inform and not confuse o Must not be misleading or deceptive (cannot be labelled ‘Prospectus’ but then actually is a sales document) Fiduciary Obligation is a duty to provide such material information as will fully and fairly inform members of what is to be considered at the meeting and for which their proxy may be sough”
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