Nrma Limited v Snodgrass

(2001) 52 NSWLR 383; [2001] NSWCA 312

NSW Court of Appeal

View on CaseLaw

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Corporations
2. › Members' meetings
3. › Requisition for general meeting
4. › Proper purpose
5. › Whether meeting convened for proper purpose of amending constitution
6. › Whether court should restrain members from considering proposed amendment
7. › Corporations Law, ss 249D, 249P, 249Q
1. Corporations
2. › Constitution
3. › Amendment of constitution
4. › Power of members to alter articles
5. › Whether proposed amendment oppressive, unfairly prejudicial or unfairly discriminatory
6. › Whether amendment retrospective in effect
7. › Whether amendment discriminatory between classes of directors
8. › Corporations Law, ss 136, 140, 232-233
1. Corporations
2. › Directors
3. › Removal from office
4. › Whether proposed constitutional amendment would effect unlawful removal of directors
5. › Corporations Law, s 203D
1. Corporations
2. › Constitution
3. › Amendment of constitution
4. › Vagueness
5. › Whether proposed article so vague as to be meaningless

Quick Take

A members' requisition to amend a company's constitution is for a proper purpose and will not be restrained unless the court is clearly satisfied the proposed amendment would necessarily be oppressive. The court will exercise restraint before precluding members from considering constitutional amendments, and oppression or abuse of power must be clearly proven before preemptive intervention is warranted. A constitutional amendment that treats past events as the basis for a future prescription is prospective, not retrospective, in operation.