Lecture 4-Member meetings and restrictions on decision making Flashcards Preview

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Flashcards in Lecture 4-Member meetings and restrictions on decision making Deck (74)
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1

What are the rules for public and proprietary companies and the AGMs? (annual general meetings)

-section 250N
-all public companies must hold an AGM
-proprietary don't have to, but can

2

What are all other meetings except the AGM called?

-extraordinary general meetings (EGM)

3

Where are the rules for calling the member meetings found?

-internal governance rules (RRs and constitution)
-the Corp Act (2001)

4

What are the rules for the EGMs?

-similar to an AGM,

5

What do companies try to do with member's meetings?

-only have it once a year, as little as possible as they are very expensive

6

Who can call a member's meeting?

1. usually the board
2. can be single director (RR s249C)
3. in a listed company by a single director s 249 CA
4.the court
5. members 249D, 249F

7

How can court call a member's meeting?

-s249G
-on application of a director or a member if it is otherwise impracticable (e.g. if RR s249C is replaced and single director cannot call a meeting, or member is suspecting something amiss and doesn't qualify for 249D, or 249F)

8

What does s249 deal with in general?

-member's meetings

9

What does s249C do?

-RR, a single director can call a meeting of the company’s members
-functions as a protection of a whistleblowers

10

What does s249CA do?

-in listed companies a single director may call a meeting of the company’s members

11

What does s249D do?

-directors of a company must call a member’s meeting on the request of a member if they have= 5% shares or 100+ members apply
-this is paid by the company and the normal 21 days notice and the meeting must be held within 2 months applies
-slower process

12

What does s249G do?

-the court can order a member’s meeting
-on application of a director or a member if it is otherwise impracticable (e.g. if RR s249C is replaced and single director cannot call a meeting, or member is suspecting something amiss and doesn't qualify for 249D, or 249F)

13

What does s250N do?

-public companies must call an AGM

14

When are directors exempt from calling a member's meeting upon request?

-when the purpose is improper, therefore something the members don't have the power over
(NRMA v Parker)

15

What does s249F do?

-members with at least 5% of shares can call a meeting this way
-allows members to call a meeting quickly but the members pay for it, if members want sth done quickly= then this is to use

16

What are the options for members to call a member's meeting?

-s249D= if you have 5% or 100+ members and proper purpose

-s249E=the members who applied under s249D can call a meeting themselves if the directors didn't do it within 21 days(must be more than 50% of the votes of those who applied)

-s249F= when you have 5% shares you can do it, faster version, but have to pay the expenses!

-249G= can go to the court!

17

What does s249E do?

-members with more than 50% of the shares of those who applied with the directors to call a meeting under s249D can call a meeting if the directors have not done so within 21 days(only a ½ of those making the claim not the entire company)

18

What are the facts of NRMS v Parker?

-roadside assistance (NRMA), went from mutual membership company to a proper company
-directors don't have to do it if it is improper= union saying we protest etc, as that is not a member right
-your resolution must be sth like removal of directors (even if in reality it isn't really)
proper purpose= you know what shareholders can vote on in shareholder's meetings,

19

What is a proper purpose?

-to call a meeting must be proper purpose, so the resolution must be within the power of the members (e.g. removing directors etc.)
-if not then the directors do not have to call the meeting

20

What does s249Q do?

-member's meetings must be convened for a proper purpose
-motive irrelevant
-NRMA v Scandrett

21

What is allowed to be on a member's agenda?

-only matters that have been included in the notice of the meeting except for the matters stated in s250R (if it is an AGM) so these are= financial records, election of directors = as they always happen don't have to put in the notice
-to protect those who do not turn up

22

What does s250R do?

-lists matters that do not have to be included in the AGM notice as they are so common it is superfluous
-financial reports, election of directors...

23

Who sets the agenda for the meetings?

-the directors
-members can request the inclusion of resolutions to be put to the members at the next meeting s249N

24

What does s249N?

-members can request the inclusion of resolutions to be put to the members at the next meeting
(5% of shares or 100+ members)

25

What do s249O and 249P do?

-company must send out notice of members resolutions and statements

26

How long before the members meeting must the notice be given out?

-general rule: 21 days s249H (also notice of removing or appointing directors)
-listed public companies: 28 days s249HA
-other length of time can be specified in the Co's constitution

27

Who must the notice of the members meeting be given to?

-directors, members, auditors

28

How can you have members meeting at a shorter notice?

-meeting at shorter notice= if all the members agree to it
-100% must agree if AGM, 95% must agree for any other general meeting

29

What does the s249L do?

-specifies what the notice of members meetings must contain
-s249 1 c-must have the special resolutions in the notice

30

How must the notice of members meeting be spelled out?

-Must “fully and fairly inform and instruct the shareholder about the matter on which he or she will have to vote”: Devereaux Holdings

-Need to balance the information presented, to make it accessible; must not be misleading or deceptive (even if this is unintentional)

-this rule is so the board doesn't bury the intention and truth about what they want to do in difficult language etc.

-S249L 3