1. Chapter 14 Members’ Meetings
Corporate Governance

2. What is a Meeting?
Company meetings are governed by the internal governance rules and the Corporations Act.
Aim is to give members the opportunity to participate in the company on specific matters at specific times, without interfering in day-to-day operations.
Meetings must consist of more than one person at the one place. Exceptions:
One person companies
Technology feed meetings
For proprietary companies , a vote can be signed on without a meeting
Corporate Governance

3. Types of Meeting
1. Annual General meeting – Held between company and shareholders
Annual Financial Reports
Election of Directors
Appointment of auditor and fixing of the auditors remuneration.
Provides an opportunity for members to raise questions
A public company director can be removed at an annual general meeting despite anything in the constitution, S203D.
Corporate Governance

4. Types of Meeting
2. Extraordinary General meetings - convened outside the AGM to deal with urgent business matters.
a) Directors can convene a meeting notwithstanding anything in the constitution.
b) Members can requisition a meeting as long as they:
Hold at least 5% of the votes to be cast
Number at least 100 and are entitled to vote.
c) Courts may make an order to convene a meeting or directors or members can apply to a court to order a meeting.
Corporate Governance

5. Meeting Procedures Agenda:
Generally determined by the person convening the meeting, however members holding at least 5% of the votes to be cast, or that number at least 1000 and are entitled to vote, may propose resolutions.
Notice:
Members must be given adequate notice of what is to be considered at the meeting. Written notice must be given to each member and auditor at least 21 days in advance.
A shorter period of notice is possible if all members agree.
Corporate Governance

6. Meeting Procedures Content:
Sufficient information must be given in a notice to allow members to determine if they need to attend. Notice must include:
Date and time of the meeting
General nature of the meetings business
The intention of special resolutions considered, if any
Details of the right to appo9int a proxy, if any.
Notice should be served in any method provided for in the internal governance rules or under S249J. Acceptable methods include mail, fax or electronically.
Corporate Governance

7. Quorum
A quorum is the minimum number of persons required for a valid meeting to be convened and resolution to be passed and it is determined by the internal governance rules. Under the replaceable rules a quorum is two persons.
Corporate Governance

8. Proxies
A proxy is a person, or body corporate, appointed to attend and vote on behalf of a member. Under S249X of the replaceable rules each member entitled to vote may appoint a proxy, or if entitled to move than one vote, more than one proxy.
Corporate Governance

9. Voting
Voting is usually determined by the internal governance rules. It is normally done by a show of hands unless a poll is demanded. Under section 250L , a poll can be demanded by at least five members entitled to vote or 5% of the votes that may be cast on the resolution or the chairperson of the meeting.
Corporate Governance

10. Resolutions Two types:
Ordinary resolutions require more than 50% of votes of all members and proxies present and voting for it to pass.
Special resolutions require 75%.
Corporate Governance

11. Chairperson
Under common law, any valid meeting must have a chairperson who has procedural control of the meeting. The company’s constitution generally provides for how a chairperson is to be appointed, i.e. by directors or by members. The chairperson may also be entitled to a casting vote.
Corporate Governance

12. Validation of Irregularities
The Corporations Act allows certain procedural irregularities and other proceedings under the Corporations Act, in respect of meeting requirements, to be validated by the court.
Procedural irregularities include the absence of a quorum or defect in notice or time in respect of notice
Proceedings under the corporations act to include any proceedings whether legal or not.
Corporate Governance

13. Automatic Validation
Some actions are validated subject to the courts power to override them.
A proceeding is not invalidated by a procedural irregularity unless the court is of the opinion that a substantial injustice has occurred.
Where there has been accidental failure to give notice or the non-receipt of notice a meeting is not invalid unless the court declares it to be void on application of member or ASIC.
Corporate Governance

14. Doctrine of Unanimous Assent
Provided it is within the company’s internal governance rules, this common law doctrine allows for a resolution to be passed by a unanimous assent of its members, even if a meeting has not been held.
Limitations:
There must be actual assent
The assent must be informed
The principle may be modified by a requirement under the Corporations Act for a special resolution to be passed at a meeting.
Corporate Governance