GENERAL MEETINGS OF COMPANIES

1. Calling a General Meeting A general meeting may be convened by a director of the company, or by the members of the company. The court also has power to call a general meeting of the members. At least 21 clear days notice of a general meeting is required. 2. Notice of General Meeting Notice of the general meeting may be personally given or sent to each director and each member entitled to vote and to the auditor. The notice of meeting must be received by the member at least 21 days clear prior to the general meeting. 3. Content of Notice The notice of meeting must contain: (i) The date, time and place of the meeting. If the meeting is to be held in 2 or more places the notice must also set out the technology to be used to facilitate the meeting. (ii) The general business of the meeting; (iii) The notice must also set out the intention to propose a special resolution and state the resolution. A company must send a proxy appointment form and a list of persons willing to act as proxies to any member who requests it and to all members of the company entitled to appoint a proxy at the meeting. The notice of meeting may specify an address other than the registered office as the place where proxy notices are to be sent. 4. Voting A resolution put to the vote at a member’s meeting is decided on a show of hands unless a poll is demanded: (i) Before a vote is taken; (ii) Before voting results on the show of hands are declared; or (iii) Immediately after voting results on a show of hands is declared. The percentage of votes that members have is to be determined as at midnight before the poll is demanded. 5 Minutes All proceedings and resolutions of meetings of a company’s members must be recorded in the minute book within 1 month. The minutes must be signed within a reasonable time of the meeting by the chair of the meeting, or by the chair of the next meeting.     Paul Bailey paulb@gells.com.au

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