Proxy vote if appointment specifies way to vote

Offence title:

Proxy vote if appointment specifies way to vote

Act:

250BB Corporations Act

Offence:

(1)   A proxy must vote as specified to the proxy. If it does:

(a)   the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

(b)   if the proxy has 2 or more appointments that specify different ways to vote on the resolution—the proxy must not vote on a show of hands; and

(c)     if the proxy is the chair of the meeting at which the resolution is voted on—the proxy must vote on a poll, and must vote that way; and

(d)   if the proxy is not the chair—the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member.

(2)   If the chair contravenes ss. (1), the chair commits and offence in the appointment as proxy resulted from:

(a)   The company sending to members:

                                           i.         A list of people willing to be proxies; or

                                         ii.         A proxy appointment form holding of the chair as a willing proxy; or

(b)   The operation of 250BC [Transfer of non-chair proxy to chair in certain circumstances]

(3)   If a person other than the chair contravenes paragraph (1)(a) or (d), the person commits an offence if the person:

(a)   agreed to the appointment; or

(b)   held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to the appointment.

(4)   If a person other than the chair contravenes paragraph (1)(b), the person commits an offence if, in relation to at least 2 of the different ways of voting specified by the appointments, the person:

(a)   agreed to at least one of the appointments specifying that way of voting; or

(b)   held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to at least one of the appointments specifying that way of voting.

Penalty:

ss. (2), (3) and (4) - 20 penalty units.

Summary/Indictable/mixed:

Summary

Jurisdiction:

Local Court

How committed:

(2)   The chair convenes a meeting and then sends a notice with a list of people willing to act as proxies.

(3)   A director convenes a meeting and holds themselves out to be a proxy.

(4)   A director takes on responsibility for two opposite votes and in a show of hands, votes both ways.