Fulle Title
Foreword
Preface
Table of Cases
Table of Contents
1 The Nature of Meetings
Introduction
Organisations and meetings
People and meetings
Basis of procedures
Company legislation
Other legislation
Principles and precedents
Legal requirements and priorities
Statutory requirements
ASX listing rules for listed companies
Rules of the body
Common law
‘Meeting’ defined
Meetings of one person
Meetings by telephone or video
Types of meetings
General meetings
Joint meetings
Private meetings
Public meetings
Unlawful meetings
Validity of a meeting
2 The Secretary
Introduction
The secretarial function
Historical development
Differing types of meetings
Responsibilities
Duties
General arrangements
The agenda
Preliminaries
At the meeting
After the meeting
Minutes
Qualities and attributes
3 The Agenda
Introduction
Legal status
Function
Preparation
Form and wording
Minutes and matters arising
Routine business
Alteration of order
Other or general business
Circulation
Adjourned meetings
Annotated agenda
4 Notice of Meeting
Proper notice is essential
Rules should be complied with
Authority to give notice
Notice must be given to each member
Members unwilling or unable to attend
Members not entitled to vote
Waiver of notice
Accidental omission to give notice
Date, time and place of meeting
Board and committee meetings
Period of notice
Calculation of time
Service by post
Newspaper advertisement
Form of notice
Notice of business
Notice indicates scope of business
Other or general business
Inability to cancel notice
Adjourned meeting
Contingent notice
Evidence of notice
5 Quorum
Meaning
Historical origins
Rules should specify quorum
Where no quorum is specified
Where power to fix own quorum
Proper notice is still required
Can a quorum be one?
Are proxies to be counted?
Are the secretary, and others, to be counted?
Conflict of interest
Must quorum be present throughout meeting?
Quorum at adjourned meeting
Parliamentary practice
Loss of quorum
Others may rely on decisions of inquorate meeting
Lapsing of meeting
Determining the size of a quorum
6 The Chair
Chair is essential
Historical background
Appointment
Election
Authority
Removal
Chairing in practice
Nature of meeting
Discussion groups
The company context
Duties and powers
Qualities and characteristics
Preparation
Opening the proceedings
The debate
Procedures and practices
Involvement in the proceedings
Closing the debate
Public meetings
Demeanour
7 Conduct of Meeting
Historical origins
Parliamentary procedure
Rules of debate
Content of rules
Outline of debate
Relaxation of rules
Speaking at meetings
Participation by outsiders
Control by the Chair
Maintenance of order
Public meetings
Outline
Trespass
Breach of the peace
Unlawful assemblies
Action by the Chair
Injunction to prevent meeting being held
8 Defamation
Introduction
General principles
Definition
Examples of defamatory imputations
Who may defame and be defamed
Truth
Identification
Group defamation
Unintentional defamation
Innuendo
Publication
Liability for publication
Publication by failure to act
Re-publication and repetition
Protected reports
Libel and slander
Defence of qualified privilege
Qualified privilege at common law
Qualified privilege under the UDA
Loss of qualified privilege — excessive publication
Loss of qualified privilege — mistaken character of recipient
Loss of qualified privilege — malice and lack of good faith
Imputed malice
Derivative privilege
Summary of other defences under the UDA
Source of law
Innocent dissemination
Defence of honest opinion/fair comment
Defence of absolute privilege
Protected reports and public documents
Triviality
Resolution without litigation
Remedies
Criminal proceedings
Further reference
9 Points of Order
Definition
Who, when and how may be raised
Ruling by the Chair
Disagreement with the Chair’s ruling
Motion of dissent
Minutes
Court challenge to ruling
10 Motions and Amendments
Introduction
Terminology
Definition of ‘motion’
‘Motion’ and ‘resolution’
‘Question’
Motions
Desirable characteristics of a motion
Unacceptable motions
Invalid motions
Notice of motion
Submission of motion to the Chair
Motions not formally moved
Stating the motion
Seconding a motion
Lapsing of motions
Debate on the motion
Withdrawal of motion
Amendments
Definition
Characteristics of an amendment
Unacceptable amendments
Amendments and notice of motion
Amendments to special resolutions
Conduct of the debate
Debate on an amendment
Dealing with several amendments
Substantive motion
Counter motions
Right of reply
The vote
Omnibus motions
Recording in minutes
Postal ballots and circulating resolutions
11 Resolutions and Rescission
Definition of ‘resolution’
Validity of resolutions
Interpretation of resolutions
Types of resolutions
Ordinary resolutions
Special and extraordinary resolutions
Other uses of ‘special’ in the context of meetings
Unanimous resolution
Circulating resolution
Pious resolution
Rider
Rescission of resolutions
Meaning of rescission
Where rescission is desirable
Notice of rescission motion
Form of motion
Rescission at same meeting?
Rescission at later meeting
Procedure for rescission
Principles to apply
Examples of appropriate rules
Rescission of rescission
Recommittal
Legal advice
Further reading
12 Procedural Motions
Introduction
‘Procedural motion’
‘Formal motion’
‘Dilatory motion’
Types of formal motion
Basis of procedure
Procedure generally
The closure
Guillotine closure
Kangaroo closure
The previous question
To proceed to the next business
The matter (or question) to lie on the table
Adjournment motions
Other procedural motions
Withdrawal of a motion or amendment
The gag
‘That (a person by name) be now heard’
‘That the matter be referred to a committee’
‘That the matter be referred back to the committee’
13 Adjournment
Introduction
Meaning
Basis of procedure
Parliamentary practice
Common law
Adjournment by the Chair
Polls
Vacation of chair
Public meetings
Postponement
Defect in notice
Absence of quorum
Action to bring about adjournment
One meeting only
Minutes
Formal motions relating to adjournment
Formal motions
To adjourn the debate
To adjourn the meeting
‘That the Chair leave the chair’
14 Voting
Introduction
Methods of voting
Parliamentary procedure
By voices
By show of hands
By poll
By ballot
By acclamation
Vote of thanks
Common law principles
Casting of votes
Declaration by the Chair
Voting by show of hands
Voting by proxy
Chair’s casting vote
Majorities
Simple majority
Absolute majority
Special majorities
Effect of decisions made by a majority
15 Polls
Introduction
Who may demand a poll
When a poll may be demanded
Effect of demand for a poll
Withdrawal of a demand
When a poll is to be held
Conduct of a poll
Entitlement to vote
Method of voting
Date of resolution
Suggested procedures
16 Proxies
Introduction
Agency principles
General principles
Common law principles
The proxy document
Lodgement of proxy documents
Revocation of a proxy
Voting by principal
Exercising a proxy vote
Obligation to exercise a proxy vote
Soliciting of proxy votes
Powers of attorney
Proxy by power of attorney
Representatives of corporations
Suggested procedure on receipt of proxies
17 Elections and Ballots
Introduction
General principles
Election of the Chair
Voting methods
‘First past the post’ system
Preferential system
Other systems
Secret ballots
Postal ballots
Declaration of election
18 Minutes
Introduction
Definition
Must minutes be kept?
Form of minutes
Minutes contrasted with reports
Types of minutes
Contents of minutes
Minutes of adjourned meeting
Recording of resolutions
Names of movers and seconders
Writing up the minutes
Verifying the minutes
Altering draft minutes
Signing the minutes
Later amendment
Minutes as evidence
Circulation of minutes
Circulating resolutions
Minute books
Permanent retention
Writing minutes in practice
Introduction
Note-taking
Sequence
Procedural motions
Headings
Numbering
Style
Periods of time
19 Committees
Introduction
Definition
Types of committees
Establishment of committees
Initial considerations
Size of committees
Terms of reference
Practical guidelines
Proceedings of committees
General characteristics
General principles
Quorum
Proxies and alternates
Co-option
Resignation and vacancies
Executive versus non-executive committees
Executive committees
Non-executive committees
Reports and minutes
Recommendations and reports
Minutes as reports
Minority reports
Delegation
General considerations
Legal principles
Practical guidelines
Committees in practice
General observations
Practical guidelines
Value of committees
20 Companies — Introduction
Introduction
Applicability of general meeting procedure
The Corporations Act
‘Company’ defined
‘Corporation’ contrasted
Types of company
Proprietary and public companies
Subsidiaries, holding and related companies
Constitution
Replaceable rules
Memorandum and articles of association
Tables A and B
Australian Securities Exchange listing rules
Companies that are registered charities
Types of company meetings
21 Companies — General Meetings
Introduction
Meetings of the members
Companies that are registered charities
Annual general meeting: ss 250N and 250P
Notice of annual general meeting
Business of annual general meeting: ss 250PA–250T
Election of directors
Other general meetings
Calling of general meetings by directors: ss 249C and 249CA
Calling of general meetings at request of members: ss 249D and 249E
Calling of general meetings by members: s 249F
Class meetings
Calling of meeting of members by the court: s 249G
Notice of meeting: ss 249H–249M
Business of the meeting: ss 249L and 249N–249P
Special notice: ss 203D and 329
Accidental omission to give notice: s 1322(3)
Representative of corporation: s 250D
Use of technology: s 249S
Quorum: s 249T
Chair of general meeting: s 249U
Resolutions
Special resolutions
Amendment of constitution
Adjournment
Voting: ss 250E–250J
Polls: ss 250K–250M
Proxies: ss 249X–250C
Minutes: ss 251A–251B
Resolutions without meeting: ss 249A and 249B
Validation of meetings: s 1322
22 Companies — Directors’ Meetings
Introduction
Meetings of directors
Conduct of meetings: Pt 2G.1
Convening of meetings: s 248C
Notice of meeting
Notice of business
Use of technology: s 248D
Quorum: s 248F
Chair: s 248E
Adjournment
Voting: s 248G
Disclosure of interest and voting by interested directors: ss–196
Minutes: s 251A
Resolutions and declarations without meeting: ss 248A and 248B
Committees of directors: s 198D
Alternate directors: s 201K
Validation of meetings: s 201M
23 Companies — Creditors’ Meetings
Introduction
Compromises, arrangements and reconstructions
Voluntary administration
Winding up
Winding up by the court
Members’ voluntary winding up
Creditors’ voluntary winding up
Voluntary winding up generally
Winding up generally
Committees of inspection
Corporations regulations
Meetings of debenture holders
Meetings of members of registered managed investment schemes
24 Companies — Australian Securities Exchange Listing Rules
Introduction
Continuous disclosure
Documents sent to security holders
Voting rights
Rules requiring meetings
Notices of general meeting
Proxy forms
Attendance by CDI holders
Nominations for directors
Rotation of directors
Compliance with requirements of listing rules
Validity of votes
Approval to be by ordinary resolution
Voting exclusion statement
Giving draft documents to ASX
Appendix I
Appendix II
Index
