Corporations Act. Australia
Division 6 — Proxies and body corporate representatives
249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies — see section 135)
(1) A member of a company who is entitled to attend and cast a vote at a meeting of the company’s members may appoint a person as the member’s proxy to attend and vote for the member at the meeting.
(1A) The person appointed as the member’s proxy may be an individual or a body corporate.
Note: A body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the member’s proxy, see section 250D.
(2) The appointment may specify the proportion or number of votes that the proxy may exercise.
(3) Each member may appoint a proxy. If the member is entitled to cast 2 or more votes at the meeting, they may appoint 2 proxies. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes.
(4) Disregard any fractions of votes resulting from the application of subsection (2) or (3).
249Y Rights of proxies
Rights of proxies
(1) A proxy appointed to attend and vote for a member has the same rights as the member:
(a) to speak at the meeting; and
(b) to vote (but only to the extent allowed by the appointment); and
(c) join in a demand for a poll.
Proxy’s right to vote
(2) If a company has a constitution, the constitution may provide that a proxy is not entitled to vote on a show of hands.
Note: Even if the proxy is not entitled to vote on a show of hands, they may make or join in the demand for a poll.
Effect of member’s presence on proxy’s authority
(3) A company’s constitution (if any) may provide for the effect that a member’s presence at a meeting has on the authority of a proxy appointed to attend and vote for the member. However, if the constitution does not deal with this, a proxy’s authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.
249Z Company sending appointment forms or lists of proxies must send to all members
(1) If a company sends a member a proxy appointment form for a meeting or a list of persons willing to act as proxies at a meeting:
(a) if the member requested the form or list — the company must send the form or list to all members who ask for it and who are entitled to appoint a proxy to attend and vote at the meeting; or
(b) otherwise — the company must send the form or list to all its members entitled to appoint a proxy to attend and vote at the meeting.
(2) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
250A Appointing a proxy
(1) An appointment of a proxy is valid if it is signed, or otherwise authenticated in a manner prescribed by the regulations, by the member of the company making the appointment and contains the following information:
(a) the member’s name and address;
(b) the company’s name;
(c) the proxy’s name or the name of the office held by the proxy;
(d) the meetings at which the appointment may be used.
An appointment may be a standing one.
(1A) The regulations made for the purposes of subsection (1) may prescribe different requirements for the authentication of an appointment given to the company by different means (electronic or otherwise).
(2) If a company has a constitution, the constitution may provide that an appointment is valid even if it contains only some of the information required by subsection (1).
(3) An undated appointment is taken to have been dated on the day it is given to the company.
(6) An appointment does not have to be witnessed.
(7) A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.
250B Proxy documents
Documents to be received by company before meeting
(1) For an appointment of a proxy for a meeting of a company’s members to be effective, the following documents must be received by the company at least 48 hours before the meeting:
(a) the proxy’s appointment;
(b) if the appointment is signed, or otherwise authenticated in a manner prescribed by regulations made for the purposes of subsection 250A(1), by the appointor’s attorney — the authority under which the appointment was signed or authenticated or a certified copy of the authority.
Documents received following adjournment of meeting
(2) If a meeting of a company’s members has been adjourned, an appointment and any authority received by the company at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting.
Receipt of documents
(3) A company receives a document referred to in subsection (1):
(a) when the document is received at any of the following:
(i) the company’s registered office;
(ii) a fax number at the company’s registered office;
(iii) a place, fax number or electronic address specified for the purpose in the notice of meeting; and
(b) if the notice of meeting specifies other electronic means by which a member may give the document — when the document given by those means is received by the company as prescribed by the regulations.
Constitution or notice of meeting may provide for different notification period
(5) The company’s constitution (if any) or the notice of meeting may reduce the period of 48 hours referred to in subsection (1) or (2).
250BA Proxy documents — listed companies
(1) In a notice of meeting for a meeting of the members of the company, the company:
(a) must specify a place and a fax number for the purposes of receipt of proxy appointments and proxy appointment authorities; and
(b) may specify:
(i) an electronic address for the purposes of receipt of proxy appointments and proxy appointment authorities; and
(ii) other electronic means by which a member may give the company a proxy appointment or proxy appointment authority.
(2) This section only applies to a company that is listed.
(3) This section applies despite anything in the company’s constitution.
250BB Proxy vote if appointment specifies way to vote
(1) An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
(b) if the proxy has 2 or more appointments that specify different ways to vote