5. Votes of Members
5.1 Voting rights
Subject to the rights and any restrictions attached to or affecting any class of Members and to any other restrictions in this Constitution:
- on a show of hands, each Member present in person and each other person present as proxy or attorney of a Member has one vote; and
- on a poll, each Member present in person has one vote and each person present as proxy or attorney of a Member has one vote for each Member that the person represents.
5.2 Right to appoint proxy
Subject to the Corporations Act, a Member entitled to attend at a meeting of the Company or of any class of Members is entitled to appoint another person (whether a Member or not) as proxy to attend in the Member's place at the meeting. A proxy has the same right as the Member to speak and vote at the meeting and may be appointed in respect of more than one meeting.
To be effective, an instrument appointing a proxy under this Clause must be received by the Company at least 48 hours before the meeting together with any authority under which the instrument was signed or a certified copy of the authority.
5.3 Right to appoint attorney
A Member may by power of attorney appoint an attorney to act on the Member's behalf at all or any meetings of the Company or of any class of Members. An attorney has the same right as the Member to speak and vote at the meeting and may be appointed in respect of more than one meeting.
To be effective, an instrument appointing an attorney under this Clause, together with any evidence of non-revocation the Directors require, must be received by the Company at least 48 hours before the meeting.
5.4 Right to direct manner of voting by proxyholder or attorney
An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution and, where an instrument so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the instrument.
5.5 Form of proxy or attorney
An instrument appointing a proxy or attorney need not be in any particular form provided it is in writing, legally valid and signed by the appointer or the appointer's attorney.
5.6 Right of proxyholder or attorney to vote
The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting but, if the appointer votes on any resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer's proxy or attorney on the resolution.