CCH Note:
Part 13 of the
Corporations Act 1989, inserted
by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as
follows:
PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW
82
The Corporations Law is as follows:...
CHAPTER 2G - MEETINGS
History
Ch 2G inserted by No 61 of 1998, Sch 1 (effective
1 July 1998).
PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES
Division 1 - Resolutions without meetings
SECTION 249A
CIRCULATING RESOLUTIONS OF PROPRIETARY COMPANIES WITH MORE THAN 1 MEMBER
249A(1)
(Application of section)
This section applies to resolutions of the members of proprietary companies that this Law or, if a company has a constitution, the company's constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section
329 to remove an auditor.
History
S 249A(1) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
249A(2)
(Resolution without general meeting)
A company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign.
History
S 249A(2) amended by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).
S 249A(2) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
249A(3)
(More than one copy)
Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.
History
S 249A(3) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
249A(4)
(When resolution passed)
The resolution is passed when the last member signs.
History
S 249A(4) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
249A(5)
(Notification and lodgment)
A company that passes a resolution under this section without holding a meeting satisfies any requirement in this Law:
(a)
to give members information or a document relating to the resolution - by giving members that information or document with the document to be signed; and
(b)
to lodge with ASIC a copy of a notice of meeting to consider the resolution - by lodging a copy of the document to be signed by members; and
(c)
to lodge a copy of a document that accompanies a notice of meeting to consider the resolution - by lodging a copy of the information or documents referred to in paragraph (a).
History
S 249A(5) amended by No 54 of 1998, Sch 5, Pt 2 (effective 1 July 1998).
S 249A(5) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
249A(6)
(Satisfaction of requirements)
The passage of the resolution satisfies any requirement in this Law, or a company's constitution (if any), that the resolution be passed at a general meeting.
History
S 249A(6) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
249A(7)
[Scope of section]
This section does not affect any rule of law relating to the assent of members not given at a general meeting.
Note 1:
A body corporate representative may sign a circulating resolution (see section
250D).
Note 2:
Passage of a resolution under this section must be recorded in the company's minute books (see section
251A).
History
S 249A(7) inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).