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CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) ACT 2006 - SECT 290.35

Voting by or on behalf of related party interested in proposed resolution

  (1)   At a general meeting, a vote on a proposed resolution under this Division must not be cast (in any capacity) by or on behalf of:

  (a)   a related party of the corporation to whom the resolution would permit a financial benefit to be given; or

  (b)   an associate of such a related party.

  (2)   Subsection   (1) does not prevent the casting of a vote if:

  (a)   it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

  (b)   it is not cast on behalf of a related party or associate of a kind referred to in subsection   (1).

  (3)   The regulations may prescribe cases where subsection   (1) does not apply.

  (4)   The Registrar may by writing declare that:

  (a)   subsection   (1) does not apply to a specified proposed resolution; or

  (b)   subsection   (1) does not prevent the casting of a vote, on a specified proposed resolution, by a specified entity, or on behalf of a specified entity;

but may only do so if satisfied that the declaration will not cause unfair prejudice to the interests of any member of the corporation.

  (5)   A declaration in force under subsection   (4) has effect accordingly.

  (6)   A declaration under subsection   (4) is not a legislative instrument.

  (7)   If a vote is cast in contravention of subsection   (1), the related party or associate, as the case may be, contravenes this subsection, whether or not the proposed resolution is passed.

Penalty:   200 penalty units or imprisonment for 5 years, or both.

  (8)   For the purposes of this section, a vote is cast on behalf of an entity if, and only if, it is cast:

  (a)   as proxy for the entity; or

  (b)   otherwise on behalf of the entity; or

  (c)   in respect of a share in respect of which the entity has:

  (i)   power to vote; or

  (ii)   power to exercise, or control the exercise of, a right to vote.

  (9)   Subject to subsection   290 - 40(1), a contravention of this section does not affect the validity of a resolution.

  (10)   This section has effect despite:

  (a)   anything else in:

  (i)   this Act; or

  (ii)   any other law (including the general law) of a State or Territory; or

  (b)   anything in a body corporate's constitution.


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