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CORPORATIONS ACT 2001

CHAPTER 2G - MEETINGS  

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]  


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 company that passes a resolution under this section without holding a meeting satisfies any requirement in this Act:


(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).


 



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