Proposed resolutions to amend a company's constitution are not void merely because they are ambiguous; they are void only if so uncertain that no definite meaning can be attributed. The Upper Hunter test applies, not the stricter Cotman v Brougham test, because the abolition of ultra vires by ss 124 and 125 of the Corporations Act 2001 (Cth) has removed the rationale for requiring objects and powers to be stated in plain and unambiguous terms. Courts will not restrain members' meetings on the basis that proposed resolutions contain ambiguities capable of resolution.
The full text is available to signed-in members, including the 16 later cases that cite this judgment.
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