Lecture 11 BFA601 Semester 2 2018.pptx

A written notice is required the company distributes

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A written notice is required, the company distributes this notice to members Note: there is a limit to 1,000 words and it must not be defamatory MEETINGS Members’ rights to give notice of resolutions (10.74) MEETINGS Members’ rights to give notice of resolutions (10.74)
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© Members may request that a resolution be distributed s 249P and that it be considered at the next company meeting. Must come from members with 5% of votes or 100 members. Note: the company must distribute this, and further the question of costs must be determined. MEETINGS Members’ right to request distribution statements (10.76) MEETINGS Members’ right to request distribution statements (10.76)
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© Must be for a proper purpose, at a reasonable place and time: s 249P(9)(a) Technology can be used for a wider attendance MEETINGS Holding of general meetings (10.76-77) MEETINGS Holding of general meetings (10.76-77)
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© A quorum is two members s 249T(1), unless the constitution states otherwise Proxies (in person) are counted as part of the quorum A meeting is invalid if the quorum is not met, a lack of a quorum requires postponement of a meeting MEETINGS Quorum at general meetings (10.78-79) MEETINGS Quorum at general meetings (10.78-79)
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© The chair controls a meeting, and this must be done in good faith, honestly and appropriately The directors can elect a chair if none is appointed, or the members can do this if directors have not done so. If a majority of members vote to adjourn a meeting, then the chair must do this MEETINGS Chairing general meetings (10.80) MEETINGS Chairing general meetings (10.80)
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© A ‘proxy’ is a person who is appointed to act in the name of a member of a company at a general meeting, to vote or speak A member can appoint a proxy, this is an irreplaceable rule for public companies: s 249X A proxy may be able to exercise more than one vote (this must be specified) There are some particular requirements/procedures in appointing a proxy, eg name, signing etc Note that a proxy must be received by the company in a particular manner within a particular time MEETINGS Proxies (10.82-86) MEETINGS Proxies (10.82-86)
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© Two separate voting processes (in favour or not) on a show of hands; or on a poll s 250E(1). A poll is more formal and requires voting on paper, which is collected and counted The chair may cast the deciding vote if there is a deadlock MEETINGS Voting of members at general meetings (10.87) MEETINGS Voting of members at general meetings (10.87)
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© For a company with share capital, each member voting on a show of hands has one vote s 250E(1)(a). In a poll each member has one vote for each share held A company constitution may set limitations (eg no right to vote) A company with no share capital: members have one vote for a show of hands and a poll Objections to voting should be made at the meeting and a final determination is made by the chair MEETINGS How many votes does a member have at a company’s general meeting? (10.88) MEETINGS How many votes does a member have at a company’s general meeting? (10.88)
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