Corporations Act 2001

CHAPTER 2G - MEETINGS  

PART 2G.3 - MINUTES AND MEMBERS ' ACCESS TO MINUTES  

Note: This Part does not apply to a CCIV or its members. Instead, section 1228A applies a modified version of Part 2G.4 .

SECTION 251A   MINUTES  

251A(1)    
A company must keep minute books in which it records within 1 month:

(a)    proceedings and resolutions of meetings of the company ' s members; and

(b)    proceedings and resolutions of directors ' meetings (including meetings of a committee of directors); and

(c)    resolutions passed by members without a meeting; and

(d)    resolutions passed by directors without a meeting; and

(e)    if the company is a proprietary company with only 1 director - the making of declarations by the director.

Note: For resolutions and declarations without meetings, see sections 248A , 248B , 249A and 249B .

251A(2)    
The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a)    the chair of the meeting;

(b)    the chair of the next meeting.

251A(3)    
The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

251A(4)    
The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

251A(5)    
A company must keep its minute books at:

(a)    its registered office; or

(b)    its principal place of business in this jurisdiction; or

(c)    another place in this jurisdiction approved by ASIC.

251A(5A)    

An offence based on subsection (1) , (2) , (3) , (4) or (5) is an offence of strict liability.

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

251A(6)    
A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

SECTION 251AA   DISCLOSURE OF PROXY VOTES - LISTED COMPANIES  

251AA(1)   [ Recording of proxy votes]  

A company must record in the minutes of a meeting, in respect of each resolution in the notice of meeting, the total number of proxy votes exercisable by all proxies validly appointed and:

(a) if the resolution is decided by a show of hands - the total number of proxy votes in respect of which the appointments specified that:

(i) the proxy is to vote for the resolution; and

(ii) the proxy is to vote against the resolution; and

(iii) the proxy is to abstain on the resolution; and

(iv) the proxy may vote at the proxy's discretion; and

(b) if the resolution is decided on a poll - the information specified in paragraph (a) and the total number of votes cast on the poll:

(i) in favour of the resolution; and

(ii) against the resolution; and

(iii) abstaining on the resolution.

251AA(2)   [ Notification to market operator]  

A company that must notify the operator of each market on which financial products of the company are listed of a resolution passed by members at a meeting of the company must, at the same time, give the relevant market operator the information specified in subsection (1).

251AA(3)   [ Application]  

This section only applies to a company that is listed.

251AA(4)   [ Paramountcy]  

This section applies despite anything in the company's constitution.

SECTION 251B   MEMBERS' ACCESS TO MINUTES  

251B(1)   [ Inspection by members]  

A company must ensure that the minute books for the meetings of its members and for resolutions of members passed without meetings are open for inspection by members free of charge.

251B(2)   [ Requests by members]  

A member of a company may ask the company in writing for a copy of:

(a) any minutes of a meeting of the company's members or an extract of the minutes; or

(b) any minutes of a resolution passed by members without a meeting.

251B(3)   [ No payment required]  

If the company does not require the member to pay for the copy, the company must send it:

(a) within 14 days after the member asks for it; or

(b) within any longer period that ASIC approves.

251B(4)   [ Payment required]  

If the company requires payment for the copy, the company must send it:

(a) within 14 days after the company receives the payment; or

(b) within any longer period that ASIC approves.

The amount of any payment the company requires cannot exceed the prescribed amount.

251B(5)   [ Strict liability offence]  

An offence based on subsection (1), (3) or (4) is an offence of strict liability.

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