S 250l1 corporations act 5 corporate structure poll

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{s 250L(1) Corporations Act} 5
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Corporate Structure Poll can be demanded at any time, even after the voting result on a show of hands has been declared – in which case the resolution stands or falls by the result of the poll {s 250L(3) Corporations Act} For Listed Companies the above rules are mandatory {ASX Listing Rules 6.8 and 6.9} Preference shares have limited voting rights (4) Ways to Vote (Proxies) You can vote in person at the meeting Vote by appointing a proxy to vote in your place {s 249X(1) Corporations Act} o A member who is entitled to attend and vote can appoint up to two proxies to attend and vote on their behalf o The shareholder must fill out a proxy form which appoints the representative o Proxy has all the voting rights as the shareholder (speak, vote and join in the demand for a poll) {s 249Y Corporations Act} } However the Company’s constitution in a Pty company could deny proxies the right to vote on show of hands o Shareholder can direct proxy how to vote {s 250A(4) Corporations Act} o Proxy does not need to be a shareholder o And remember the notice requirements for proxies and their ability to vote {s 249L(d) Corporations Act} o Under [s 250D Corporations Act} a body corporate can appoint an individual as representative to exercise its powers at meetings o NOTE most commonly the proxy is the chairperson therefore the board has large power Vote by apportioning his votes on a poll between multiple proxies {s 249X(3) Corporations Act} (5) Restrictions on Voting There are two restrictions on how shareholders are allowed to vote: o (1) Where the shareholders are attempting to release the director from the consequences of the director’s misconduct o Where the shareholders are voting on amending the constitution to give a Company a power to expropriate (remove) a shareholder B.7 Decisions Without Meetings Under [s 249B Corporations Act } single member of one member companies may pass a resolution by recording and signing it Under {s 249A Corporations Act } all members of Pty Company with more than one member may sign a document (rather than passing resolution at a meeting) o However this does not apply for removal of auditor resolutions {s 329 Corporations Act} At general law the unanimous consent of all members are entitled to attend a meeting will mean that the formalities of a meeting are waived {Re Duomatic} B.8 Procedural Irregularities Consequences for a Defective Vote o If a vote is defective because the notice provided inadequate information for the relevant decision then the vote is invalidated {Fraser v NRMA} Under {s 1322 Corporations Act} the particular provisions relevant to shareholder meetings are – can cure procedural irregularities provided there is not substantial injustice caused: o Accidental failure to give notice of a meeting {s 1322(3) Corporations Act} o Reasonable opportunity to participate in a meeting of members held at two or more venues {s 1322(3A) Corporations Act} o Inaccessibility of notice of meeting that is given electronically {s 1322(3AA) Corporations Act} B.9 Minutes
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