Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 246

246. (1) The directors of a company, notwithstanding anything in its articles,
shall, on the requisition in writing of:

   (a)  in the case of a company having a share capital-at least 100 members
        holding shares in the company on which there has been paid up an
        average sum, per member, of at least $200;

   (b)  in the case of a company not having a share capital-at least 200
        members; or

   (c)  in either case-a member who is entitled, or members who are together
        entitled, to at least 5% of the total voting rights of all the members
        having at the date of the deposit of the requisition a right to vote
        at general meetings; as soon as practicable convene a general meeting
        of the company to be held as soon as practicable but, in any case, not
        later than 2 months after the date of the deposit of the requisition.

(2) The requisition shall state the objects of the meeting and shall be signed
by the requisitioning member or members and deposited at the registered office
of the company, and, where there are 2 or more requisitioning members, may
consist of several documents in like form each signed by 1 or more of the
requisitioning members.

(3) If the directors do not, within 21 days after the date of the deposit of
the requisition, proceed to convene a meeting, the requisitioning member, or,
where there are 2 or more requisitioning members, those members or any of them
representing more than 50% of the total voting rights of all of them:

   (a)  may, in the same manner as nearly as possible as that in which
        meetings are to be convened by directors, convene a meeting; and

   (b)  for the purposes of convening a meeting as provided by paragraph (a),
        may request the company to supply a written statement setting out the
        names and addresses (so far as they are known to the company) of the
        persons who, at the date of the deposit of the requisition, were
        entitled, under subsection  247 (4) or a provision of the articles of
        the company, to receive notice of general meetings of the company.

(4) Where a request for a statement is made to a company under paragraph (3)
(b), the directors of the company shall send the statement to the person or
persons who requested the statement within 7 days after the day on which the
request is made.

(5) A meeting convened by a requisitioning member or requisitioning members in
accordance with subsection (3) shall not be held more than 3 months after the
date of the deposit of the requisition.

(6) Any reasonable expenses incurred by the requisitioning member or members
by reason of the failure of the directors to convene a meeting shall be paid
to that member or those members by the company, and any sum so paid shall be
retained by the company out of any sums due or to become due from the company
by way of fees or other remuneration in respect of their services to such of
the directors as were in default.

(7) A meeting at which a special resolution is to be proposed shall be deemed
not to be duly convened by the directors if they do not give such notice of
the meeting as is required by this Act in the case of special resolutions.

(8) For the purposes of the application of this section in relation to a
Division 2 company:

   (a)  a reference in this section to a requisition includes a reference to a
        requisition deposited:

        (i)    at a time (whether before or after the commencement of this
               Act) when the company was a company of a State or Territory;
               and

        (ii)   in accordance with a law of the State or Territory that was in
               force at that time and corresponds to this section; and

   (b)  where a requisition was so deposited-anything done at such a time,
        under a law corresponding to this section, pursuant to the requisition
        shall also be deemed to have been done at that time under this
        section.