Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 249

249. (1) So far as the articles do not make other provision:

   (a)  in the case of a proprietary company, 2 members of the company, and in
        the case of any other company, 3 members, personally present
        constitute a quorum;

   (b)  any member elected by the members present at a meeting may be chairman
        of the meeting; and

   (c)  in the case of a company having a share capital, every member has 1
        vote in respect of each share or each $20 of stock held by the member,
        and, in any other case, every member has 1 vote.

(2) On a poll taken at a meeting, a person (including a proxy) entitled to 2
or more votes need not, if the person votes, use all the person's votes or
cast in the same way all the votes the person uses.

(3) A body corporate may, by resolution of its board, authorise a specified
person to act as the body's representative at specified meetings that the body
would, if it were a natural person, be entitled to attend as a member or
creditor (including debenture holder) of a company.

(4) A person who is authorised under subsection (3) is, in accordance with the
authority and until it is revoked, entitled to exercise on the body's behalf
the same powers as the body could, if it were a natural person, exercise as a
member or creditor (including debenture holder) of the company.

(5) Where:

   (a)  a person present at a meeting is authorised to act as the
        representative of a body corporate at the meeting by virtue of an
        authority given by the body corporate under subsection (3); and

   (b)  the person is not otherwise entitled to be present at the meeting, the
        body corporate shall, for the purposes of subsection (1), be deemed to
        be personally present at the meeting.

(6) A certificate under the seal of the body corporate is prima facie evidence
of the appointment or of the revocation of the appointment, as the case may
be, of a representative pursuant to the provisions of subsection (3).

(7) Where a holding company holds the whole of the issued shares in a
subsidiary and a minute is signed by a representative of the holding company
authorised pursuant to subsection (3) stating that any act, matter or thing,
or any ordinary or special resolution, required by this Act or by the
memorandum or articles of the subsidiary to be made, performed, or passed by
or at a general meeting of the subsidiary has been made, performed, or passed,
that act, matter, thing or resolution shall, for all purposes, be deemed to
have been duly made, performed or passed by or at a general meeting of the
subsidiary.

(8) Where:

   (a)  by or under any provision of this Act any notice, copy of a resolution
        or other document relating to any matter is required to be lodged by
        the company;

   (b)  a minute referred to in subsection (7) is signed by the representative
        pursuant to that subsection; and

   (c)  the minute relates to such a matter; the company shall, within 1 month
        after the signing of the minute, lodge a copy of the minute.