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The information is to be such as will enable members

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the information is to be such as will enable members to judge for themselves whether to attend the meeting and vote for or against the proposal or whether to leave the matter to be determined by the majority attending” o Thus where a breach of this fiduciary duty is alleged, the court is asked whether the director had knowledge of the relevant facts not being disclosed {Fraser v NRMA} Statutory Obligation under s 52 Trade Practices Act and could potentially give rise to liability for misleading and deceptive conduct B.5 Member’s Resolutions and Statements Under {s 9 Corporations Act} the following definitions apply o Ordinary resolution: passed by ‘simple majority of the shareholders (more than 50%) – note this is not defined in CA o Special Resolution: Specific notice of intention to propose special resolution given to shareholders Resolution passed by at least 75% of the votes cast by shareholders entitled to vote Under [s 249N Corporations Act } either: o Members with 5% of the votes to be cast at a general meeting or; o At least 100 members who are entitled to vote May give a company notice of a resolution that they propose to move at a general meeting The notice must: o Be in writing o Set out the wording of the proposed resolution and o Be signed by the members proposing to move the resolution Under {s 249O Corporations Act} the resolution must be considered at the next general meeting that occurs more than 2 months after the notice is given o Circulation of notice of the resolution to members is at the company’s expense unless if members do not give company enough time to send it out o However company need not give notice if it is more than 1000 words long and if members are bearing the expense B.6 Conduct at Meetings (1) Quorum Quorum is the number of members that must be present before a meeting can make valid decisions Usually provided for in company constitution but under [s 249T Corporations Act} RR, quorum is two members who must be present at all times during ht meeting The proxy can be counted for the purposes of quorum (2) Technology Under {s 249S Corporations Act} a company may hold a meeting of its members at two or more venues using any technology that gives the members a whole and reasonable opportunity to participate (3) General Voting Rules Under Replaceable Rule {s 250E Corporations Act} subject to any restrictions attached to a class of share: o Each member has one vote on a show of hands {s 250E(1)(a) Corporations Act} o Each member has one vote for each share on a poll {s 250E(1)(b) Corporations Act} o The chair also has the casting votes {s 250E(3) Corporations Act} this is in addition to any votes he has as shareholder Under the replaceable rule {s 250J(1) Corporations Act } voting is decided on a show of hands unless a poll is demanded Poll vs Hands: Under { s 250K Corporations Act} a poll may be demanded by any resolution, although the constitution may prohibit a poll on a resolution Poll may be demanded by 5 shareholders (entitled to vot), 5% of the voting shares or the chairperson
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