corporation law report
(i) the procedural issues/irregularities that arise on these facts, and the consequences;
Issue:
Were there any procedural irregularities with the meeting?
Was the notice given in sufficient time?
Is it valid that company secretary does not allow some of the corporate representatives and proxy holders to vote?
Law:
At least 21 days’ notice of shareholders’ meeting is required. However, for listed companies this is 28 days. (S249H)
Irregularities may occur where the constitution or Corporations Act were not followed. For example, if a meeting is not validly called the meeting may be subject to a procedural irregularity. The relevant notice provisions must be followed (s249H, J, L and R).
Under s249J(1): written notice of the meeting must be given to each s/holder entitled to vote, and each director. Auditors are also entitled to notice (s249K).
A minimum of two members is sufficient for a company meeting quorum: s249T. Attendance via appropriate technology is sufficient: s249S. The chair of a company meeting has a casting vote: s250E(3).
Under RR249X(1) if a shareholder is entitled to vote, they are entitled to appoint a proxy. This RR is mandatory for public companies. Note that a company must receive proxy forms 48 hrs before a meeting. If meetings procedure such as this is not followed, the proxy’s vote may be disallowed under s250B(1).
Under s250D(1) the corporate shareholder may appoint a representative. This representative is basically the human representation of the corporate shareholder, so attendance is essentially seen as attendance by the company itself. As such, there is no need to give advance notice of attendance of a corporate representative.
Application and answer:
The meeting is not validly called as it was held in 4 days’ time and not 28 days for listed company after notice. The notice must be written and given to each member entitled to vote: s249J. “The company secretary prepares lodges and posts the documents.” The case
Issue:
Were there any procedural irregularities with the meeting?
Was the notice given in sufficient time?
Is it valid that company secretary does not allow some of the corporate representatives and proxy holders to vote?
Law:
At least 21 days’ notice of shareholders’ meeting is required. However, for listed companies this is 28 days. (S249H)
Irregularities may occur where the constitution or Corporations Act were not followed. For example, if a meeting is not validly called the meeting may be subject to a procedural irregularity. The relevant notice provisions must be followed (s249H, J, L and R).
Under s249J(1): written notice of the meeting must be given to each s/holder entitled to vote, and each director. Auditors are also entitled to notice (s249K).
A minimum of two members is sufficient for a company meeting quorum: s249T. Attendance via appropriate technology is sufficient: s249S. The chair of a company meeting has a casting vote: s250E(3).
Under RR249X(1) if a shareholder is entitled to vote, they are entitled to appoint a proxy. This RR is mandatory for public companies. Note that a company must receive proxy forms 48 hrs before a meeting. If meetings procedure such as this is not followed, the proxy’s vote may be disallowed under s250B(1).
Under s250D(1) the corporate shareholder may appoint a representative. This representative is basically the human representation of the corporate shareholder, so attendance is essentially seen as attendance by the company itself. As such, there is no need to give advance notice of attendance of a corporate representative.
Application and answer:
The meeting is not validly called as it was held in 4 days’ time and not 28 days for listed company after notice. The notice must be written and given to each member entitled to vote: s249J. “The company secretary prepares lodges and posts the documents.” The case