Corporations Act. Australia
if the place is not specified — the same place.
(5) If no quorum is present at the resumed meeting within 30 minutes after the time for the start of the meeting, the meeting is dissolved.
252S Chairing meetings of members
(1) The responsible entity may, in writing, appoint an individual to chair a meeting called under section 252A or 252B.
(2) The members present at a meeting called under section 252A or 252B must elect a member present to chair the meeting (or part of it) if:
(a) a chair has not previously been appointed to chair the meeting; or
(b) a previously appointed chair is not available, or declines to act, for the meeting (or part of the meeting).
(3) The members present at a meeting called under section 252C, 252D or 252E must elect a member present to chair the meeting. This is not so if the meeting is called under section 252E and the Court has directed otherwise under section 1319.
252T Auditors’ right to be heard at meetings of members
(1) The auditor of a registered scheme and the auditor of the scheme compliance plan are entitled to attend any meeting of the scheme’s members.
(2) An auditor is entitled to be heard at the meeting on any part of the business of the meeting that concerns the auditor in their capacity as auditor.
(3) An auditor may authorise a person in writing as their representative for the purpose of attending and speaking at any meeting of the scheme’s members.
252U Adjourned meetings
(1) A resolution passed at a meeting resumed after an adjournment is passed on the day it was passed.
(2) Only unfinished business is to be transacted at a meeting resumed after an adjournment.
Division 5 — Proxies and body corporate representatives
252V Who can appoint a proxy
(1) A member of a registered scheme who is entitled to attend and cast a vote at a meeting of the scheme’s members may appoint a person as the member’s proxy to attend and vote for the member at the meeting.
(2) The appointment may specify the proportion or number of votes that the proxy may exercise.
(3) A member may appoint 1 or 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).
252W 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).
Proxy’s right to vote
(2) A registered scheme’s constitution (if any) 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 (see section 253L).
Effect of member’s presence on proxy’s authority
(3) A registered scheme’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 make such provision, a proxy’s authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.
252X Responsible entity sending appointment forms or lists of proxies must send to all members
(1) If the responsible entity of a registered scheme 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 responsible entity 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 responsible entity 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.
252Y Appointing a proxy
(1) An appointment of a proxy is valid if it is signed by the member of the registered scheme making the appointment and contains the following information:
(a) the member’s name and address;
(b) the scheme’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
(2) A registered scheme’s 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 responsible entity.
(4) An appointment 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 on the resolution — the proxy must not vote on a show of hands; and
(c) if the proxy is the chair — the proxy must vote on a poll, and must vote that way; and
(d) if the proxy is not the chair — the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member.
Note: The scheme’s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 252W(2)).
(5) A person who contravenes subsection (4) is guilty of an offence, but only if their appointment as a proxy resulted from the responsible entity sending to members:
(a) a list of persons willing to act as proxies; or
(b) a proxy appointment form holding the person out as being willing to act as a proxy.
(5A) An offence based on subsection (5) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(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.
252Z Proxy documents
Section applies subject to scheme’s constitution
(1) Subsections (2), (3) and (4) apply to a registered scheme subject to the provisions of the scheme’s constitution.
Documents to be received by responsible entity before meeting
(2) For an appointment of a proxy for a meeting of