4. Proceedings at general meetings

4.1 Reference to a Member

Unless the contrary intention appears, a reference to a Member in this Clause- 4 means a person who is:

  1. a Member; or
  2. a proxy; or
  3. an attorney.

4.2 Number for a quorum

Subject to Clause 4.5, 20 Members present in person or by proxy or attorney are a quorum at a general meeting.

4.3 Requirement for a quorum

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the beginning of a meeting it is taken to be present throughout the meeting unless the Chairperson of the meeting on their own motion or at the request of a Member, proxy or attorney who is present, declares otherwise.

4.4 Quorum and time

If within thirty minutes after the time appointed for a general meeting a quorum is not present, the meeting:

  1. if convened by, or on requisition of, Members is dissolved; and
  2. in any other case stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Directors appoint by notice to the Members and others entitled to notice of the meeting.

4.5 Adjourned meeting

At a meeting adjourned under Clause 4.4(b), twenty persons each being a Member, proxy or attorney present at the meeting are a quorum. If a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

4.6 Appointment and powers of Chairperson of general meeting

If the Directors have elected one of their number as Chairperson, that person is entitled to preside as Chairperson at a general meeting.

4.7 Absence of Chairperson at general meeting

If a general meeting is held and:

  1. a Chairperson has not been elected by the Directors; or
  2. the elected Chairperson is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

the following may preside as Chairperson of the meeting (in order of precedence):

  1. the Deputy Chairperson (if any);
  2. a Director chosen by a majority of the Directors present;
  3. the only Director present;
  4. a Member chosen by a majority of the Members present in person or by proxy or attorney.

4.8 Conduct of general meetings

The Chairperson of a general meeting:

  1. has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting;
  2. may require the adoption of any procedure which is in the Chairperson's opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and
  3. may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever the Chairperson considers it necessary or desirable for the proper conduct of the meeting,

and a decision by the Chairperson under this Clause is final.

4.9 Adjournment of general meeting

The Chairperson of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting. The adjournment may be either to a later time at the same meeting or to an adjourned meeting at any time and any place, but:

  1. in exercising this discretion, the Chairperson may, but need not, seek the approval of the Members present. Unless required by the Chairperson, a vote may not be taken or demanded by the Members present in respect of any adjournment; and
  2. only unfinished business is to be transacted at a meeting resumed after an adjournment.

4.10 Notice of adjourned meeting

It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

4.11 Questions decided by majority

Subject to the requirements of the Corporations Act, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

4.12 Equality of votes - casting vote for Chairperson

If there is an equality of votes, whether on a show of hands or on a poll, the Chairperson of the general meeting is not entitled to a casting vote in addition to any votes to which the Chairperson is entitled as a Member or proxy or attorney of a Member.

4.13 Declaration of results

At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is properly demanded and the demand is not withdrawn. A declaration by the Chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the Chairperson nor the minutes need state and it is not necessary to prove the number or proportion of the votes recorded in favour of or against the resolution.

4.14 Poll

  1. If a poll is properly demanded, it must be taken in the manner and at the date and time directed by the Chairperson and the result of the poll is the resolution of the meeting at which the poll was demanded.
  2. A poll demanded on the election of a Chairperson or on a question of adjournment must be taken immediately.
  3. A demand for a poll may be withdrawn.
  4. A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

4.15 Objection to voting qualification

Objection may not be raised to the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll except at that meeting or adjourned meeting or when that poll is taken. Every vote not disallowed at the meeting or adjourned meeting or when the poll is taken is valid.

4.16 Chairperson to determine any poll dispute

If there is a dispute as to the admission or rejection of a vote, the Chairperson of the meeting must decide it and the Chairperson's decision made in good faith is final and conclusive.

4.17 Postal Ballots

  1. Subject to the provisions of the Corporations Act and this Clause, the Directors may submit any question or resolution to the vote of Members entitled to vote at a general meeting of the Company by means of a postal ballot ("a Postal Ballot") in such form and returnable in such manner as the Directors decide. A resolution approved by a majority of the Members voting by such Postal Ballot will have the same force and effect as such a resolution would have if carried by such a majority at a duly constituted general meeting of the Company.
  2. At least 21 days prior to the closing date of a Postal Ballot, the Secretary will send ballot papers to all voting Members, giving particulars of the business in relation to which the Postal Ballot is conducted, an explanation of the method of voting and notice of the closing date of the Postal Ballot, and a voting form (all in a form and with such content as the Directors may approve).
  3. The Secretary shall receive all voting forms received from voting Members in respect of a Postal Ballot and shall promptly advise the Directors of the result of the Postal Ballot. Any voting form received after 5.00pm on the closing date of a Postal Ballot shall be deemed to be invalid and shall not be counted.
  4. In the event of any dispute by a Member in relation to the validity or conduct of any Postal Ballot, the Member may within thirty days of the closing date of the Postal Ballot, give notice in writing to the Directors stating the grounds of the complaint. The Directors may either investigate the complaint, or appoint a committee for that purpose. After hearing the complaint, the Directors will determine the matter and their decision will be final and binding.

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