Open yuisotozaki opened 10 months ago
Input from Amanda as follows:
Goertz, Amanda CITZ:EX Tue 10-31, 2:51 PM
Recommendation: Change title and text for “AGM Location Change” to “General Meeting Location Change” and specify that it includes AGMs and other general meetings for special business to align with section 166 of the Business Corporations Act.
Rationale:
- The use of “general meeting” in section 166 as opposed to “annual general meeting” implies that any general meeting is subject to the rules for location change, not exclusively AGMs. The legislation appears to have specific rules for AGMs and will typically specify “annual general meeting” in such cases. Section 166 does not provide specifically for AGMs.
- A general meeting that is not an AGM may be called for a specific purpose (e.g., to remove an auditor under section 209). Sometimes meetings that are not AGMs are called “special” meetings. This is likely because the Business Corporations Regulation, Table 1, Article 8.1 (a), says “at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting”.
- General meetings may be requisitioned by shareholders under section 167 for the purpose of transacting any business that may be transacted at a general meeting and the directors of a company would then be responsible for any requirements around location change or circulating notice of the meeting to participants.
Amanda Goertz | Policy Analyst
Section 166 of the BCA on general meeting location covers more than just the annual general meetings. The requirement is that the businesses require a written approval from the registrar before the meeting is held.
This design ticket expands the scope of the AGM Location Change to all general meetings.
Design Considerations:
Outstanding Questions: