8. GENERAL MEETINGS
8.1 Written resolutions of Members
The Company may pass a resolution without a meeting of the Members in accordance with Section 249A of the Corporations Act as if the Company were a proprietary company. For clarity, only Full Members are entitled to vote on the resolution and therefore pass the resolution in this manner.
8.2 Calling of General Meetings
(a) The Member Council may, whenever it thinks fit, convene a General Meeting of the Company.
(b) The Board may, whenever it thinks fit, convene a General Meeting of the Company.
(c) The Board must, upon the requisition of Full Members holding at least five percent (5%) of the votes that may be cast at a General Meeting, call a General Meeting of the Company within twenty-one (21) days of the request being received. Such General Meeting must be held within two (2) months of the requisition.
8.3 Requisition for General Meeting
Any requisition for a General Meeting made by the Full Members in accordance with clause 8.2(c) must:
(a) be in writing;
(b) state any business or resolutions to be proposed at that General Meeting;
(c) be signed by all the Full Members making the request (“the requisitionists”); and
(d) otherwise comply with the requirements of section 249D of the Corporations Act.
8.4 Action where Board does not call a General Meeting
If the Board does not call a General Meeting within twenty-one (21) days after the requisition is given to the Company in accordance with clause 8.2(c), the requisitionists may themselves:
(a) issue a notice of a General Meeting in accordance with clause 8.5; and
(b) after twenty-one (21) days of that notice being given, convene a meeting in the same manner or as near as possible to the manner in which General Meetings are convened by the Board,
provided that such a meeting is not held after the expiration of three (3) months from the date of the requisition.
8.5 Notice of meetings
(a) The Company must give not less than twenty-one (21) days’ notice of a meeting of the Members.
(b) A notice of a meeting of the Members is taken to be given:
(i) if sent by pre-paid post, three (3) days after it is posted; or
(ii) if sent by electronic mail, when the sender’s electronic mail system generates a message confirming successful transmission of the entire notice, unless, within eight (8) business hours after the transmission, the recipient informs the sender that it has not received the entire notice,
but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the notice is taken to be received at 9.00am on the next Business Day.
(c) Notice of a meeting of Members must be given to each Member, each Director and any Auditor of the Company.
(d) A notice of a meeting must:
(i) set out the place, date and time for the meeting;
(ii) state the general nature of the business of the meeting;
(iii) contain all resolutions to be considered at the meeting;
(iv) (if applicable) the requisite instructions and electronic form to lodge a Direct Vote; and
(v) set out or include any other information or documents specified by the Corporations Act.
(e) The accidental omission to give notice to, or the non-receipt of notice by, a Member or another entitled person, will not invalidate the proceedings or any resolution at any Company meeting.
