Corporations Act 2001
This section applies to resolutions of the members of proprietary companies that this Act 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.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.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.249A(4) [ When resolution passed]
The resolution is passed when the last member signs.249A(5) [ Notification and lodgment]
(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). 249A(6) [ Effect of passage of resolution]
The passage of the resolution satisfies any requirement in this Act, or a company's constitution (if any), that the resolution be passed at a general meeting.249A(7) [ Effect]
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).