MEETINGS
 S 249E(1): If the directors fail to call & arrange to hold a
MEMBERS’ MEETINGS
 S 249A allows members of a proprietary company to pass
resolutions without a GM if all members entitled to vote on
that resolution sign a document stating that they are in favour
of the resolution.
 S 249B: In single member companies, resolutions may be
passed without a meeting.
Requirement to hold AGM
 S 250N(1): A public company must hold an AGM within 18
months after its registration.
 S 250N(2): A public company must hold an AGM at least
once in each calendar year, and within 5 months after the end
of its financial year.
 S 250N(3): A public company with only 1 member is not
required to hold an AGM.
 Failure to comply with s 250N is an offence (see s 1311).
Convening a general meeting
 S 249Q: A meeting of members must be held for a proper
purpose.
Adequacy of meeting time & place
 S 249R: A meeting of members must be held at a reasonable
time & place.
 Coombs v Dynasty: Meeting is unreasonable if the
majority of shareholders are unlikely to be able to attend.
 Reasonableness also depends on the importance of the
meeting’s business.
 S 249S: A company may hold a meeting of members at 2 or
more venues using any technology that gives the members as
a whole a reasonable opportunity to participate.
 “Reasonable opportunity to participate” if can: hear
what other members are saying, communicate with chair,
propose amendments to resolutions, vote on resolutions.
 Byng v London Life Assn: If the space is inadequate, the
chairman may adjourn the meeting (if the constitution
permits) at a reasonable time & place.
Meetings called by directors
 S 249C [RR]: A director may call a meeting of members.
 S 249CA: A director of a listed Australian company may call
a meeting of members, despite anything in the constitution.
Meetings called by directors at members’ request
 S 249D(1): Directors must call & arrange to hold a GM on
the request of:
 (a) members with at least 5% of the votes that may be
cast at the GM; or
 (b) at least 100 members who are entitled to vote at the
GM.
 S 249D(2): The request must:
 (a) be in writing;
 (b) state any resolution to be proposed at the meeting;
 (c) be signed by the requesting members; and
 (d) be given to the company.
 S 249D(5): Directors must call the meeting within 21 days
after the members’ request is given to the company. The
meeting must be held not later than 2 months after the
request is given.
GM within 21 days after the members’ request, members
holding more than 50% of all those requesting members’
votes may call & arrange to hold a GM.
 S 249E(2): The meeting must be held no later than 3 months
after the requisition was made.
 S 249E(3): To call the meeting, the requesting members are
entitled to receive a free copy of the company’s register of
members.
 S 249E(4): The company must pay reasonable expenses
incurred by the members because the directors failed to call
& arrange the meeting.
 S 249E(5): Directors are jointly & severally liable to the
company for those expenses, unless they took all reasonable
steps to cause the directors to comply with s 249D.
PROPER PURPOSES
 Australian Innovation v Petrovsky: Members requesting a
meeting must do so for proper purposes, not merely to harass
the company and its directors or other shareholders.
Otherwise, directors may cause the company to seek
invalidation of the requisition.
 Humes v Unity APA: The court will only interfere with the
requisition where its purpose was something other than that
stated in the requisition.
Meetings called by members
 S 249F(1): Members with at least 5% of votes that may be
cast at a GM may call & arrange to hold a GM at their own
expense.
Meetings by court order
 S 249G(1): Where it is impracticable to call a meeting in any
other way, the court may order a meeting of members to be
called.
 S 249G(2): The court may make the order on application by
any director or member who would be entitled to vote at the
meeting.
Members’ right to propose resolutions & have
statements distributed
 (a) Members with at least 5% of the votes that may be cast on
a resolution; or (b) at least 100 members who are entitled to
vote at a GM; may:
 [S 249N(1)] give a company notice of a resolution they
propose to move at a GM; and
 [S 249P(1)] request the company to give all its members
a statement provided by them about:
 (a) a resolution that is proposed to be moved at a
GM; or
 (b) any other matter that may be properly
considered at a GM.
If the statement is more than 1000 words or defamatory, the
members must meet distribution expenses [s 249O(5); s 249P(9)].
 The notice [s 249N(2)] or request [s 249P(3)] must be given
to the company in writing & signed by the relevant members.
 S 249O(1): The proposed resolution must be considered at
the next GM occurring more than 2 months after the notice is
given.
 The company must give all members notice of the proposed
resolution [s 249O(2)] or members’ statement [s 249P(6)] as
soon as practicable.
 MEETINGS
 The company bears the cost of circulating the proposed
resolution [s 249O(3)] or members’ statement [s 249P(7)] to
members, if it was sent out with the notice of meeting.
 S 203D(2): Notice of intention to move a resolution to
remove a director must be given to the company at least 2
months before the meeting.
Notice of meeting
 S 249J(1): Written notice of a meeting of members must be
given to each member entitled to vote at the meeting, and to
each director.
 S 249J(3): A company may give a notice of meeting to a
member:
 (a) personally; or
 (b) by post to his address in the register of members;
 (c) by fax or email (if any) nominated by the member; or
 (d) by any other means permitted by constitution (if
any).
 S 249J(4) [RR]: A posted notice of meeting is given 3 days
after post. A faxed/emailed notice of meeting is given on the
business day after it is sent.
Required period of notice
 S 249HA: A listed Australian company must give at least 28
days notice of a meeting of members, despite anything in the
constitution. The constitution may specify a longer minimum
period of notice.
 S 249H(1): Unlisted/foreign companies must give at least 21
days notice of a meeting of members.
 S 249H(2): Unlisted/foreign companies may call on shorter
notice:
 (a) an AGM, if all the members entitled to attend & vote
at the AGM agree beforehand; and
 (b) any other GM, if members with at least 95% of the
votes that may be cast at the meeting agree beforehand.
 S 249H(3): But public companies cannot call a meeting on
shorter notice, if a resolution will be moved to:
 (a) remove a director under s 203D; or
 (b) appoint a director in place of a director removed
under s 203D.
 LR 6.7: Preference shareholders in listed companies must
have the same rights as ordinary shareholders regarding
receipt of notices, reports & audited accounts, and attending
GMs.
Contents of notice of meeting
 S 249L: A notice of meeting of members must state:
 (a) the place, date & time (& technology if any) for the
meeting;
 (b) the general nature of the meeting’s business;
 (c) an intention to propose a special resolution (if any)
at the meeting, and state the resolution; and
 (d) if a member is entitled to appoint a proxy – set out:
 (i) that the member has a right to appoint a proxy;
 (ii) whether the proxy needs to be a member of the
company;
 (iii) that a member who is entitled to cast 2 or more
votes, may appoint 2 proxies & may specify the %
or # of votes each proxy is appointed to exercise.
 S 250BA: A notice of meeting of a listed Australian
company must specify a place & fax number (and may
specify an electronic address) for the purposes of receipt of
proxy appointments – despite anything in the constitution.
 Fraser v NRMA: The notice of meeting must contain
sufficient information to enable an ordinary investor to
decide whether to attend the meeting in person or by proxy.
 Stanham v National Trust of Australia: A GM may only deal
with matters not referred to in the notice of meeting, if all
members present at the meeting consent (subject to
constitution).
 S 250R: An AGM may deal with the following, even if not
referred to in the notice of meeting:
 (a) consideration of the annual financial report,
directors’ report & auditor’s report;
 (b) election of directors;
 (c) appointment of an auditor;
 (d) fixing of the auditor’s remuneration.
 Woodroofe v M S McLeod
 *Company’s constitution provided that the company
may “in general meeting increase or decrease the
number of directors, provided that the number be not
reduced below 3… Until otherwise determined by the
company in general meeting, the number of directors
shall not be more than 7 or not less than 3”.
 *Company proposed to elect 2 more directors in addition
to the 5 existing directors, without a resolution by the
GM to increase the number of directors from 5 to 7.
 A resolution in GM must permit an increase in the
number of directors first, before resolutions may be
made to appoint the directors.
 Notice of meeting did not mention the first resolution 
injunction granted.
Proxies
Right of member to appoint proxy
 S 249X(1) [RR for pty, Mandatory for pub]: A member who
is entitled to attend & vote at a meeting of members may
appoint a proxy.
 S 249X(2) [RR for pty, Mandatory for pub]: The
appointment may specify the % or # of votes that the proxy
may exercise.
 S 249X(3) [RR for pty, Mandatory for pub]: If a member is
entitled to cast 2 or more votes at the meeting, he may
appoint 2 proxies & specify the % or # of votes each proxy
may exercise. Where this is not stated, each proxy may
exercise half the votes, ignoring fractions.
 S 249Z: If a company sends a member a proxy appointment
form, it must send the form to all members entitled to appoint
a proxy.
Proxy form contents
 S 250A(1): A proxy appointment is valid if it is signed by
the appointing member & states:
 (a) the member’s name & address;
 (b) the company’s name;
 (c) the proxy’s name or office; and
 (d) the meetings at which the appointment may be used.
 S 250A(2): The constitution may provide that an
appointment is valid even if it contains only some of the
information above.
 LR 14.2.1: Proxy forms of listed companies must enable
members to vote for or against each resolution.
 LR 14.2.2: Proxy forms of listed companies may specify
who is to be appointed if the member chooses not to make an
appointment.
 MEETINGS
 Also contents of notice – s 250B, s 249L(d), s 250BA?
 Also – if s 249Y(2) applies, then should indicate so on form.
Receipt of proxy form
 S 250B(1)-(2): For a proxy appointment to be effective, it
must be received by the company at least 48 hours before the
meeting or adjourned meeting.
 S 250B(3): A company “receives” it when it is received at:
 (a) the company’s registered office;
 (b) a fax number at the registered office; or
 (c) a place, fax number, or electronic address specified
for the purpose in the notice of meeting.
 S 250B(5): The constitution may reduce the minimum 48
hour period.
Proxy’s rights
 S 249Y(1): A proxy has the appointing member’s rights to
speak, demand a poll, and vote (according to the
appointment).
 S 249Y(2): The constitution may provide that a proxy cannot
vote on a show of hands.
 S 249Y(3): Subject to constitution, a proxy’s authority
suspends while the appointing member is present at the
meeting.
 S 250A(4): [How the proxy may vote]
 S 250C(2) [RR]: [Proxy vote valid even if member dies,
revokes appointment etc.]
Corporate Representatives
 S 250D(1): A company may appoint a representative to
exercise all or any of the powers the company may exercise.
 S 250D(4): Subject to the appointment, the representative
may exercise, on the company’s behalf, all the powers that
the company could exercise at a meeting or in voting.
 S 250D(2): The appointment may restrict the representative’s
powers.
 [ advisable for representatives to provide their
appointments to the company prior to the meeting, at least 48
hours before the meeting: See s 250B]
 S 250D(3): Only 1 representative may exercise the
company’s powers at one time.
Quorum
 “quorum” = minimum # of people who must be present for
the meeting to be valid.
 S 249T(1) [RR]: The quorum for a meeting of members = 2
members, at all times during the meeting.
 S 249T(2) [RR]: Proxies and representatives are counted.
 Member appointed multiple proxies/representatives 
count only 1 of them.
 Individual is both member & proxy/representative 
count only once.
 S 249T(3) [RR]: If a meeting does not have a quorum within
30 minutes after the meeting time, it is adjourned to a date,
time & place the directors specify.
 If none specified  meeting adjourned for a week at the
same time & place.
 S 249T(4) [RR]: If no quorum is present at the resumed
meeting within 30 minutes after the meeting time, it is
dissolved.
Chairing meetings
 S 249U(2) [RR]: Directors at a members’ meeting must elect
an individual present to chair the meeting, if an individual
has not already been elected or is not available.
 S 250S: The chairman of an AGM must allow a reasonable
opportunity for members as a whole to ask questions about,
or make comments on, company management.
Adjournment
 Byng v London Life Assn
 A chairman may adjourn a meeting if the constitution
permits, or where unruly conduct or inadequacy of space
prevents the continuation of business.
 The time & place of the adjourned meeting must be
reasonable.
 S 249U(4) [RR]: If the members by majority agree to
adjournment, the chairman must adjourn the members’
meeting.
 S 249M [RR]: When adjourned, new notice of the resumed
meeting must be given if it is adjourned for 1 month or more.
 S 249W(2) [RR]: Only unfinished business may be dealt with
when the meeting resumes.
 S 249W(1): A resolution passed at a resumed meeting is
passed on the day it was passed.
Voting
 S 250E(1) [RR]: Subject to any rights or restrictions attached
to any class of shares, at a meeting of members:
 (a) on a show of hands  each member has 1 vote; and
 (b) on a poll  each member has 1 vote per share they
hold.
Resolutions
 An ordinary resolution is passed if it has the support of a
majority of voting members.
 A special resolution is a resolution of which notice as set out
in s 249L(c) has been given, that has been passed by at least
75% of the votes cast by members entitled to vote on it (s 9).
Voting on a show of hands
 S 250J(1) [RR]: A resolution put to vote must be decided on
a show of hands unless a poll is demanded.
 S 250J(2) [RR]: On a show of hands, the chairman’s
declaration is conclusive evidence of the result (provided it
reflects the show of hands received).
Voting on a poll
 S 250K(1) + S 250L(1): A poll may be demanded on any
resolution by:
 (a) at least 5 members entitled to vote on the resolution;
 (b) members with at least 5% of the votes that may be
cast on it; or
 (c) the chairman.
 S 250L(2): Constitution may reduce s 250L(1)(a)-(b)
requirements.
 S 250K(2): A constitution may provide that a poll cannot be
demanded on any resolution concerning:
 (a) the election of a meeting chairman; or
 (b) the adjournment of a meeting.
 S 250M(1) [RR]: A poll must be taken when & in the manner
the chairman directs.
 S 250M(2) [RR]: But a poll on the election of a chairman or
an adjournment must be taken immediately.
MEETINGS
 MEETINGS

EFFECT OF PROCEDURAL IRREGULARITY

DIRECTORS’ MEETINGS
 Northside Developments v Registrar-General: Directors must
act collectively as a board when exercising powers entrusted
to them by the constitution, subject to anything contrary in it.
Passing resolution without directors’ meeting
 S 248B: The sole director of a proprietary company may
pass a resolution by recording it & signing the record.
 S 248A(1) [RR]: Directors may pass a resolution without a
directors’ meeting, if all the directors entitled to vote on the
resolution sign a document stating that they are in favour of
the resolution set out in the document.
 S 248A(2) [RR]: Separate identical copies of the document
may be used for signing.
 S 248A(3) [RR]: The resolution is passed when the last
director signs.
 S 1322(2)-(3A): Procedural irregularities only invalidate the
business of the meeting if:
 the irregularity has caused or may cause substantial
injustice that cannot be remedied by any order of the
court; and
 the court declares the proceeding to be invalid.
 “Substantial injustice” normally involves a deprivation or
interference with legal rights.
 Need to show that the outcome would have been different
‘but for’ the procedural irregularity.
 S 1322(1)(b): “Procedural irregularity” includes:
 (i) the absence of a quorum; and
 (ii) a defect, irregularity or deficiency of notice or time.

Convening a directors’ meeting

 S 248C [RR]: A directors’ meeting may be called by a
director giving reasonable notice to every other director.
 Notice may be dispensed with if a director cannot
reasonably be communicated, or is clearly unable to
attend.
 S 248D [RR]: A directors’ meeting may be called or held
using any technology consented to by all directors.

Conduct of directors’ meetings

 S 248F [RR]: Unless the directors determine otherwise, the
quorum for a directors’ meeting is 2 directors, at all times
during the meeting.
 S 248E(2) [RR]: Directors must elect a director present to
chair their meeting (or part of it), if:
 (a) a director has not already been elected to chair the
meeting; or
 (b) a previously elected chairman is not available.
 S 248G(1) [RR]: A resolution of directors must be passed by
a majority of the votes cast by directors entitled to vote on
the resolution.
 S 248G(2) [RR]: The chairman has one more casting vote, if
necessary.
 LR 14.10: The chairman of a listed company’s board
meeting must not exercise a casting vote where only 2 of the
directors who are present are entitled to vote.

MINUTES OF MEETINGS
 S 251A(1): A company must keep minute books in which it
records, within 1 month, proceedings & resolutions of
members’ meetings & directors’ meetings.
 S 251AA(1): A listed Australian company must further
record in the minutes of meeting the total number of proxy
votes exercisable by all valid proxies and:
 (a) if the resolution was passed on a show of hands – the
total number of proxy votes that are in favour, against,
abstaining & discretionary; and
 (b) if the resolution was passed on a poll – the
information in (a) and the total number of votes cast in
favour of, against, and abstaining on, the resolution.
 S 251B(1): A company must ensure that the minute books
are open for inspection by members, free of charge.