Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 255

255. (1) If all the members of an exempt proprietary company have signed a
document containing a statement that they are in favour of a prescribed
resolution in terms set out in the document, a resolution in those terms shall
be deemed to have been passed at a general meeting of the company held on the
day on which the document was signed and at the time at which the document was
last signed by a member or, if the members signed the document on different
days, on the day on which, and at the time at which, the document was last
signed by a member and, where a document is so signed:

   (a)  the company shall be deemed to have held a general meeting at that
        time on that day; and

   (b)  the document shall be deemed to constitute a minute of that meeting.

(2) Subsection (1) does not apply in relation to a document unless the
document has been signed by each person who was a member of the company at the
time when the document was last signed.

(3) For the purposes of this section:

   (a)  2 or more separate documents containing statements in identical terms
        each of which is signed by 1 or more members shall together be deemed
        to constitute 1 document containing a statement in those terms signed
        by those members on the respective days on which they signed the
        separate documents; and

   (b)  a prescribed resolution is a resolution that is required or permitted
        by this Act or the memorandum or articles to be passed at a general
        meeting of a company and includes a resolution appointing an officer
        or auditor or approving of or agreeing to any act, matter or thing but
        does not include a resolution of which special notice is required or
        that is required to be passed by a majority other than a simple
        majority.

(4) Any document that is attached to a document signed as mentioned in
subsection (1) and is signed by the member or members who signed the
last-mentioned document shall, for the purposes of this Act, be deemed to have
been laid before the company at the general meeting referred to in that
subsection.

(5) Nothing in this section affects or limits any rule of law relating to the
effectiveness of the assent of members of a company given to a document, or to
any act, matter or thing, otherwise than at a general meeting of the company.