Corporations Amendment (Meetings and Documents) Act 2022 (9 of 2022)

Schedule 2   Meetings and sending documents

Corporations Act 2001

11   Section 249R

Repeal the section, substitute:

249R How meetings of members may be held

A company may hold a meeting of its members:

(a) at one or more physical venues; or

(b) at one or more physical venues and using virtual meeting technology; or

(c) using virtual meeting technology only, if this is required or permitted by the company's constitution expressly.

249RA Place and time of meetings and presence at meetings

(1) The place at which a meeting of the members of a company is held is taken to be:

(a) if the meeting is held at only one physical venue (whether or not it is also held using virtual meeting technology) - that physical venue; or

(b) if the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology) - the main physical venue of the meeting as set out in the notice of the meeting; or

(c) if the meeting is held using virtual meeting technology only - the registered office of the company.

(2) The time at which the meeting is held is taken to be the time at the place at which the meeting is taken to be held in accordance with subsection (1).

(3) A member who attends the meeting (whether at a physical venue or by using virtual meeting technology) is taken for all purposes to be present in person at the meeting while so attending.

249S Reasonable opportunity to participate

(1) A company that holds a meeting of its members must give the members entitled to attend the meeting, as a whole, a reasonable opportunity to participate in the meeting.

Note: Section 1322 provides for consequences of a breach of this subsection.

(2) Without limiting the scope of subsection (1), the effects of that subsection include those set out in subsections (3), (4), (5), (6) and (7).

(3) The meeting must be held at a time that is reasonable at:

(a) if the meeting is held at only one physical venue (whether or not it is also held using virtual meeting technology) - that physical venue; or

(b) if the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology) - the main physical venue of the meeting as set out in the notice of the meeting; or

(c) if the meeting is held using virtual meeting technology only - a physical venue at which it would be reasonable to hold the meeting.

(4) If the meeting is held at only one physical venue (whether or not it is also held using virtual meeting technology), it must be reasonable to hold the meeting at that physical venue.

(5) If the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology), it must be reasonable to hold the meeting at its main physical venue as set out in the notice of the meeting.

(6) If the meeting is held at more than one physical venue (whether or not it is also held using virtual meeting technology), the technology used to hold the meeting at more than one physical venue must be reasonable.

(7) If the meeting is held using virtual meeting technology (whether or not it is held at one or more physical venues), that virtual meeting technology must:

(a) be reasonable; and

(b) allow the members who are entitled to attend the meeting, and do attend the meeting using that virtual meeting technology, as a whole, to exercise orally and in writing any rights of those members to ask questions and make comments.