Bolton v WAM Active Ltd (No 2)

[2025] NSWCA 99

NSW Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Meetings
3. › General meeting convened pursuant to Corporations Act 2001 (Cth), s 249F
4. › Chairperson of general meetings
5. › Election of replacement chair after invalid adjournment
6. › Whether authorised representative of corporate shareholder validly elected as chair
7. › Whether interim chair appointed
8. › Whether other directors willing to act as chair
9. › Whether authorised representative a 'member' eligible to chair meeting
10. › Corporations Act 2001 (Cth), s 249F, s 250D, s 1322
1. Appeal
2. › New arguments on appeal
3. › Whether grounds not squarely raised at trial may be raised on appeal
4. › Whether new arguments apt to have affected evidence, cross-examination and submissions at trial
5. › Whether argument antithetical to position taken at trial
1. Corporations
2. › Meetings
3. › Procedural irregularities
4. › Curative provisions
5. › Whether s 1322 of Corporations Act 2001 (Cth) available to cure defect in election of chair
6. › Whether defect procedural or substantive
7. › Whether contravention of constitution within s 1322(4)

Quick Take

An authorised representative of a corporate shareholder is a 'member' eligible to be elected chair of a general meeting under a constitution that permits a member present and willing to act to chair the meeting; the appointment of an interim chair is only required where there is a contest as to who will chair.