For example, if a meeting is not validly called the tenting may be subject to a procedural Irregularity. The relevant notice provisions must be followed (shish, J, L and R). Under assess(1 written notice of the meeting must be given to each s/holder entitled to vote, and each director. Auditors are also entitled to notice (kiosk). A minimum of two members is sufficient for a company meeting quorum: start. Attendance via appropriate technology Is sufficient: sass. The chair of a company menus has a casting vote: see(3). Ender ERRORS(1 ) If a shareholder is entitled to vote, they are entitled to appoint a proxy. This OR is mandatory for public companies. Note that a company must receive proxy forms 48 hrs before a meeting. If meetings procedure such as this Is not followed, the proxy vote may be disallowed under sub(1 under sided(1) the corporate shareholder may appoint a representative. This representative is basically the human representation of the corporate shareholder, so attendance is essentially seen as attendance by the company itself.
As such, there is no need to give advance notice of attendance of a corporate representative. Application and answer: The meeting is not validly called as it was held in 4 days’ time and not 28 days for listed company after notice. The notice must be written and given to each member entitled to vote: assess. “The company secretary prepares lodges and posts the documents. ” The case TLD tell us whether the company secretary gives the written notice to shareholders, directors and auditors directly. There was no problem with quorum: start. 8 people attend the meeting in person in Brisbane and 157 attend via teleconference. The teleconference is allowed under sass: any technology is allowed that gives the numbers as a whole a reasonable opportunity to participate. As for some of the corporate representatives who are not allowed to vote, this is not seasonable. According to sided(1), there is no need to give advance notice of attendance of a corporate representative. So these corporate representatives can’t be deprived the vote right. With regards to the proxy holders, the company secretary said their forms were not received In time.
The case didn’t tell us If the forms are received 48 hours before the meeting, so it’s hard to Judge if the proxy holders’ vote right is valid. Conclusion: There are Irregularities In relation to the general meeting. (II) whether Stirrer validly called the meeting to challenge the first resolution, and the consequences. Issue: Under sided(1) directors must call a shareholder meeting if 5% or more shareholders; or at least 100 shareholders out of those entitled to vote at a general meeting request it.
Under SQ, meetings must be held for a proper purpose – If not, directors can refuse to call the meeting. If a request is to put forward a resolution and vote on it, this is a proper purpose even if motivated by ill will, or self- interest: NORMA v Ascendant. However, if a request is to harass the directors or the company, the directors can refuse to call the meeting (but the courts are reluctant to come to this conclusion. Under scoff, shareholders with a holding of 5% or more may call a meeting without requesting directors to do so.
However, this provision is rarely used because the cost of calling the meeting must be borne by the shareholders calling it. At least 21 days’ notice of shareholders’ meeting is required. However, for listed companies this is 28 days. (SHISH) Under assess(1): written notice of the meeting entitled to notice (kiosk). Application and answer: The directors ignore Stirrer’s requisition is reasonable because not 5% or more shareholders require a meeting. Stirrer owns 6% of the shares in Hardly James Limited so he can call a meeting without requesting directors to do so. scoff) However, Stirrer needs to pay for the cost of calling a meeting. Stirrer sends out the notice complete with his proposed resolutions and calls the meeting in one month’s time. He conforms to assess that written notice of the meeting must be given to each shareholder entitled to vote, and each director and shish that 28 days’ notice of shareholder’s meeting is required for listed company. Conclusion: Stirrer called the meeting to challenge the first resolution validly, but he needed to pay for the cost of calling the meeting.
