Corporations Act 2001

This section applies to resolutions of the members of proprietary companies that this Act or, if a company has a constitution, the company’s constitution requires or permits to be passed at a general meeting. It does not apply to a resolution under section 329 to remove an auditor.

A company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Each member of a joint membership must sign.

Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.

The resolution is passed when the last member signs.

A company that passes a resolution under this section without holding a meeting satisfies any requirement in this Act:

to give members information or a document relating to the resolution—by giving members that information or document with the document to be signed; and

to lodge with ASIC a copy of a notice of meeting to consider the resolution—by lodging a copy of the document to be signed by members; and

to lodge a copy of a document that accompanies a notice of meeting to consider the resolution—by lodging a copy of the information or documents referred to in paragraph (a).

The passage of the resolution satisfies any requirement in this Act, or a company’s constitution (if any), that the resolution be passed at a general meeting.

This section does not affect any rule of law relating to the assent of members not given at a general meeting.

A body corporate representative may sign a circulating resolution (see section 250D).

Passage of a resolution under this section must be recorded in the company’s minute books (see section 251A).