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Chapter 7 – The General Meeting of Members

7.1 Who are members?

Corporations Act s 120
Corporations Act s 231


7.2 Types of meeting

7.2.1 Annual general meetings

Corporations Act s 249L
Corporations Act s 249N
Corporations Act s 250PA
Corporations Act s 250R
Corporations Act s 250RA
Corporations Act s 250S
Corporations Act s 250SA
Corporations Act s 250T
Explanatory Memorandum, Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Bill 2003
Explanatory Memorandum, Company Law Review Bill 1997

7.2.2 Other general meetings


7.3 Calling a meeting

Corporations Act s 249R

7.3.1 The board of directors

7.3.2 A single director

Corporations Act s 249C
Corporations Act s 249CA

7.3.3 Members

Corporations Act s 249D
Corporations Act s 249E
Corporations Act s 249F
Companies and Securities Advisory Committee (now CAMAC), Shareholder Participation in the Modern Listed Public Company, Final Report, 2000
National Roads and Motorists’ Association v Parker (1986) 6 NSWLR 517

7.3.4 The court

Corporations Act s 249G
Re Totex Adon Pty Ltd [1980] 1 NSWLR 605


7.4 Notice of meetings

Corporations Act s 203D
Corporations Act s 249H
Corporations Act s 249HA
Corporations Act s 249J
Corporations Act s 249K
Corporations Act s 249L
Corporations Act s 329
Corporations Act s 1322


7.5 Members’ resolutions and statements

Corporations Act s 249N
Corporations Act s 249O
Corporations Act s 249P
National Roads and Motorists’ Association Ltd v Snodgrass [2002] NSWSC 811


7.6 Conduct of the meeting

7.6.1 Chair

Corporations Act s 249U

7.6.2 Quorum

Corporations Act s 249T

7.6.3 Technology

Corporations Act s 249S

7.6.4 Resolutions

Corporations Act s 249L

7.6.5 One share one vote

Corporations Act s 250E
Corporations Act s 250J

7.6.6 Calling a poll

Corporations Act s 250K
Corporations Act s 250L

7.6.7 Voting and proxies

Corporations Act s 249X
Corporations Act s 249Y
Corporations Act s 250A
Corporations Act s 250B
Corporations Act s 250D
Bisan v Cellante [2002] VSC 430
Whitlam v ASIC [2003] NSWCA 183


7.7 Decisions without a meeting

Corporations Act s 249A
Corporations Act s 249B
Corporations Act s 1322
Re Compaction Systems Pty Ltd [1976] 2 NSWLR 477


7.8 Procedural irregularities

Corporations Act s 1322


7.9 Minutes

Corporations Act s 251A


7.10 Conclusion

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