Corporations (Aboriginal and Torres Strait Islander) Act 2006

CHAPTER 6 - OFFICERS  

PART 6-4 - DUTIES AND POWERS OF DIRECTORS AND OTHER OFFICERS AND EMPLOYEES  

Division 268 - Duties in relation to disclosure of, and voting on matters involving, material personal interests  

SECTION 268-20   RESTRICTIONS ON VOTING  
Restrictions on voting and being present

268-20(1)    
A director of an Aboriginal and Torres Strait Islander corporation who has a material personal interest in a matter that is being considered at a directors ' meeting must not:

(a)    be present while the matter is being considered at the meeting; or

(b)    vote on the matter.

Penalty: 5 penalty units.

268-20(2)    
Subsection (1) does not apply if:

(a)    subsection (4) or (5) allows the director to be present; or

(b)    subsection 268-5(2) applies in relation to the interest; or

(c)    for any other reason, the interest does not need to be disclosed under section 268-1 .

Note 1:

A defendant bears an evidential burden in relation to the matter in subsection (2) (see subsection 13.3(3) of the Criminal Code ).

Note 2:

Because section 268-5 provides that certain interests a director has as a common law holder of native title do not need to be disclosed, those interests will not prevent the director from being present and voting.

268-20(3)    
An offence against subsection (1) is an offence of strict liability.

Note:

For strict liability , see section 6.1 of the Criminal Code .

Participation with approval of other directors

268-20(4)    
The director may be present and vote if directors who do not have a material personal interest in the matter have passed a resolution that:

(a)    identifies the director, the nature and extent of the director ' s interest in the matter and its relation to the affairs of the corporation; and

(b)    states that those directors are satisfied that the interest should not disqualify the director from voting or being present.

Participation with Registrar ' s approval

268-20(5)    
The director may be present and vote if he or she is so entitled under a declaration or order made by the Registrar under section 268-25 .

Director may consider or vote on resolution to deal with matter at general meeting

268-20(6)    
If there are not enough directors to form a quorum for a directors ' meeting because of subsection (1) , 1 or more of the directors (including those who have a material personal interest in that matter) may call a general meeting and the general meeting may pass a resolution to deal with the matter.

Effect of contravention by director

268-20(7)    
A contravention by a director of:

(a)    this section; or

(b)    a condition attached to a declaration or order made by the Registrar under section 268-25 ;

does not affect the validity of any resolution.