A circulating resolution under a trust deed must be sent to all persons entitled to vote; a conscious decision to send it only to some unit holders renders the resolution invalid, even if a majority of those who received it voted in favour. The appointment of a chairperson is an indispensable substantive requirement of a general meeting, not a mere procedural irregularity curable under s 1322 of the Corporations Act. Section 250B of the Corporations Act is a mandatory provision not displaced by a company's constitution, and a proxy appointment is not ineffective merely because it is provided to a third party for delivery to the company. A trust deed clause providing for removal of a trustee does not, without more, give rise to an implied power to appoint a replacement trustee. The court will not exercise its power under s 77(1) of the Trustees Act 1962 (WA) to appoint a replacement trustee where the existing trustee proposes to convene a meeting of beneficiaries to consider the replacement.
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