AGL Corporate Conversion Act 2002
8What is a conversion resolution?
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8 What is a conversion resolution?
8 What is a conversion resolution?
(1) For the purposes of this Act, a conversion resolution is a resolution passed in accordance with this section by the proprietors of AGL at a general meeting of AGL that—
(a) resolves that AGL be constituted as a body corporate under this Act, and
(b) approves a constitution for AGL on its conversion into a body corporate.
(2) A constitution approved by a conversion resolution may contain any matter that could be included in the constitution of a public company limited by shares under the Corporations Act 2001 of the Commonwealth.
(3) A resolution is passed in accordance with this section only if—
(a) the resolution is passed by at least 50% of the votes cast by the proprietors of AGL (whether present in person or by proxy) who are eligible to vote at the general meeting, and
(b) subject to paragraph (a)—the general meeting at which the resolution is put is called and held in accordance with the constitution of AGL.
(4) A conversion resolution may form part of a composite resolution that, among other things (if any), includes a registration resolution.
(5) A conversion resolution may be expressed to be subject to such conditions as may be specified in the resolution. If a conversion resolution is subject to any such conditions, it does not have effect as a conversion resolution for the purposes of any provision of this Act (other than this section) until the conditions are satisfied.
(6) A resolution passed by the proprietors of AGL before the date of assent to this Act that would have been a conversion resolution for the purposes of this section if it had been in force at the time the resolution was passed is taken to be a conversion resolution for the purposes of this section.
(7) Nothing in this Act prevents a further proposal for the conversion of AGL into a body corporate being put to the proprietors of AGL if a previously proposed conversion resolution was not passed or was declared to be invalid by order of the Supreme Court under section 11.