Corporations Act 2001

CHAPTER 2G - MEETINGS  

PART 2G.2 - MEETINGS OF MEMBERS OF COMPANIES  

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

Division 6 - Proxies and body corporate representatives  

SECTION 250BB   PROXY VOTE IF APPOINTMENT SPECIFIES WAY TO VOTE  

250BB(1)    
An appointment of a proxy 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 of the meeting at which the resolution is voted on - 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 the 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) ).

250BB(2)    
If the chair contravenes subsection (1) , the chair commits an offence if the appointment as a proxy resulted from:

(a)    the company sending to members:

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

(ii) a proxy appointment form holding the chair out as being willing to act as a proxy; or

(b)    the operation of section 250BC .

250BB(3)    
If a person other than the chair contravenes paragraph (1)(a) or (d) , the person commits an offence if the person:

(a)    agreed to the appointment; or

(b)    held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to the appointment.

250BB(4)    
If a person other than the chair contravenes paragraph (1)(b) , the person commits an offence if, in relation to at least 2 of the different ways of voting specified by the appointments, the person:

(a)    agreed to at least one of the appointments specifying that way of voting; or

(b)    held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to at least one of the appointments specifying that way of voting.

250BB(5)    
An offence against subsection (2) , (3) or (4) is an offence of strict liability.

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