Corporations (Aboriginal and Torres Strait Islander) Act 2006

CHAPTER 6 - OFFICERS  

PART 6-6 - MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT  

Division 290 - Procedure for obtaining member approval  

SECTION 290-35   VOTING BY OR ON BEHALF OF RELATED PARTY INTERESTED IN PROPOSED RESOLUTION  

290-35(1)    
At a general meeting, a vote on a proposed resolution under this Division must not be cast (in any capacity) by or on behalf of:

(a)    a related party of the corporation to whom the resolution would permit a financial benefit to be given; or

(b)    an associate of such a related party.

290-35(2)    
Subsection (1) does not prevent the casting of a vote if:

(a)    it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b)    it is not cast on behalf of a related party or associate of a kind referred to in subsection (1) .

290-35(3)    
The regulations may prescribe cases where subsection (1) does not apply.

290-35(4)    
The Registrar may by writing declare that:

(a)    subsection (1) does not apply to a specified proposed resolution; or

(b)    subsection (1) does not prevent the casting of a vote, on a specified proposed resolution, by a specified entity, or on behalf of a specified entity;

but may only do so if satisfied that the declaration will not cause unfair prejudice to the interests of any member of the corporation.

290-35(5)    
A declaration in force under subsection (4) has effect accordingly.

290-35(6)    
A declaration under subsection (4) is not a legislative instrument.

290-35(7)    
If a vote is cast in contravention of subsection (1) , the related party or associate, as the case may be, contravenes this subsection, whether or not the proposed resolution is passed.

Penalty: 200 penalty units or imprisonment for 5 years, or both.

290-35(8)    
For the purposes of this section, a vote is cast on behalf of an entity if, and only if, it is cast:

(a)    as proxy for the entity; or

(b)    otherwise on behalf of the entity; or

(c)    in respect of a share in respect of which the entity has:

(i) power to vote; or

(ii) power to exercise, or control the exercise of, a right to vote.

290-35(9)    
Subject to subsection 290-40(1) , a contravention of this section does not affect the validity of a resolution.

290-35(10)    
This section has effect despite:

(a)    anything else in:

(i) this Act; or

(ii) any other law (including the general law) of a State or Territory; or

(b)    anything in a body corporate ' s constitution.