THE CORPORATIONS LAW

CHAPTER 2G - MEETINGS

PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES

Division 6 - Proxies and body corporate representatives

SECTION 250A   APPOINTING A PROXY  

250A(1)  [Valid appointment]  

An appointment of a proxy is valid if it is signed by the member of the company making the appointment and contains the following information:

(a)  the member's name and address

(b)  the company's name

(c)  the proxy's name or the name of the office held by the proxy

(d)  the meetings at which the appointment may be used.

An appointment may be a standing one.

250A(2)  [Company's constitution]  

If a company has a constitution, the constitution may provide that an appointment is valid even if it contains only some of the information required by subsection (1).

250A(3)  [Undated appointment]  

An undated appointment is taken to have been dated on the day it is given to the company.

250A(4)  [How proxy is to vote]  

An appointment may specify the way the proxy is to vote on a particular resolution. If it does:

(a)  the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

(b)  if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

(c)  if the proxy is the chair - the proxy must vote on a poll, and must vote that way; and

(d)  if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member.

Note:

A company's constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2)).

250A(5)  [Offence]  

A person who contravenes subsection (4) is guilty of an offence, but only if their appointment as a proxy resulted from the company sending to members:

(a)  a list of persons willing to act as proxies; or

(b)  a proxy appointment form holding the person out as being willing to act as a proxy.

250A(6)  [Witness]  

An appointment does not have to be witnessed.

250A(7)  [Later appointment]  

A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.