Corporations Act. Australia
Note: A proxy’s authority to vote is suspended while the member is present at the meeting (see subsection 249Y(3)).
250D Body corporate representative
(1) A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise:
(a) at meetings of a company’s members; or
(b) at meetings of creditors or debenture holders; or
(c) relating to resolutions to be passed without meetings; or
(d) in the capacity of a member’s proxy appointed under subsection 249X(1).
The appointment may be a standing one.
(2) The appointment may set out restrictions on the representative’s powers. If the appointment is to be by reference to a position held, the appointment must identify the position.
(3) A body corporate may appoint more than 1 representative but only 1 representative may exercise the body’s powers at any one time.
(4) Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.
Note: For resolutions of members without meetings, see sections 249A and 249B.
Division 7 — Voting at meetings of members
250E How many votes a member has (replaceable rule — see section 135)
Company with share capital
(1) Subject to any rights or restrictions attached to any class of shares, at a meeting of members of a company with a share capital:
(a) on a show of hands, each member has 1 vote; and
(b) on a poll, each member has 1 vote for each share they hold.
Note: Unless otherwise specified in the appointment, a body corporate representative has all the powers that a body corporate has as a member (including the power to vote on a show of hands).
Company without share capital
(2) Each member of a company that does not have a share capital has 1 vote, both on a show of hands and a poll.
Chair’s casting vote
(3) The chair has a casting vote, and also, if they are a member, any vote they have in their capacity as a member.
Note 1: The chair may be precluded from voting, for example, by a conflict of interest.
Note 2: For rights to appoint proxies, see section 249X.
250F Jointly held shares (replaceable rule — see section 135)
If a share is held jointly and more than 1 member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.
250G Objections to right to vote (replaceable rule — see section 135)
A challenge to a right to vote at a meeting of a company’s members:
(a) may only be made at the meeting; and
(b) must be determined by the chair, whose decision is final.
250H Votes need not all be cast in the same way
On a poll a person voting who is entitled to 2 or more votes:
(a) need not cast all their votes; and
(b) may cast their votes in different ways.
Note: For proxy appointments that specify the way the proxy is to vote on a particular resolution, see subsection 250BB(1).
250J How voting is carried out (replaceable rule — see section 135)
(1) A resolution put to the vote at a meeting of a company’s members must be decided on a show of hands unless a poll is demanded.
(1A) Before a vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy votes are to be cast.
(2) On a show of hands, a declaration by the chair is conclusive evidence of the result, provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.
Note: Even though the chair’s declaration is conclusive of the voting results, the members present may demand a poll (see paragraph 250L(3)(c)).
250K Matters on which a poll may be demanded
(1) A poll may be demanded on any resolution.
(2) If a company has a constitution, the constitution may provide that a poll cannot be demanded on any resolution concerning:
(a) the election of the chair of a meeting; or
(b) the adjournment of a meeting.
(3) A demand for a poll may be withdrawn.
250L When a poll is effectively demanded
(1) At a meeting of a company’s members, a poll may be demanded by:
(a) at least 5 members entitled to vote on the resolution; or
(b) members with at least 5 % of the votes that may be cast on the resolution on a poll; or
(c) the chair.
Note: A proxy may join in the demand for a poll (see paragraph 249Y(1)(c)).
(2) If a company has a constitution, the constitution may provide that fewer members or members with a lesser percentage of votes may demand a poll.
(3) The poll may be demanded:
(a) before a vote is taken; or
(b) before the voting results on a show of hands are declared; or
(c) immediately after the voting results on a show of hands are declared.
(4) The percentage of votes that members have is to be worked out as at the midnight before the poll is demanded.
250M When and how polls must be taken (replaceable rule — see section 135)
(1) A poll demanded on a matter other than the election of a chair or the question of an adjournment must be taken when and in the manner the chair directs.
(2) A poll on the election of a chair or on the question of an adjournment must be taken immediately.
Division 8 — AGMs of public companies
250N Public company must hold AGM
(1) A public company must hold an annual general meeting (AGM) within 18 months after its registration.
(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.
Note: An AGM held to satisfy this subsection may also satisfy
subsection (1).
(2A) An offence based on subsection (1) or (2) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(3) An AGM is to be held in addition to any other meetings held by a public company in the year.
Note 1: The company’s annual financial report, directors’ report and auditor’s