sch.4-sec.84Resolutions without meetings

### sch.4-sec.84 Resolutions without meetings If each shareholding GOC of a prescribed GOC subsidiary signs a document containing a statement that it is in favour of a resolution set out in the document— a resolution in those terms is taken to have been passed at a general meeting of the subsidiary held at the time at which, and on the day on which, the document is signed by the last GOC ; and the subsidiary is taken to have held a general meeting at that time on that day; and the document is taken to be a minute of the meeting; and any document that is attached to the first document, and is signed by each shareholding GOC , is taken to have been laid before the subsidiary at the meeting; and if the resolution deals with all matters that are required to be dealt with at an annual general meeting of the subsidiary —the subsidiary is taken to have held an annual general meeting. Subsection (1) applies to a resolution that is authorised or required by the Corporations Act , or the subsidiary’s constitution, to be passed at a general meeting, including a resolution— appointing an officer or auditor; or approving of, or agreeing to, anything. For the purposes of subsection (1) , 2 or more separate documents containing a statement in identical terms, each of which is signed by a shareholding GOC , are taken to constitute a single document. This section has effect for the purposes of the Corporations Act and has that effect despite anything in that Act. Subsection (4) does not limit any other effect that this section may have. This section does not affect any rule of law relating to the effectiveness of the assent of members of a company given to a document or anything else otherwise than at a general meeting of the company. sch 4 pt 2 ch 3 pt 3 s 84 (prev s 85A) ins 1998 No. 21 s 3 sch 1 amd 2001 No. 45 s 29 sch 3 ; 2007 No. 10 s 61 (5) ; 2007 No. 10 s 62 sch renum and reloc 2007 No. 10 s 62 sch amd 2009 No. 9 s 115 (sch.4-sec.84-ssec.1) If each shareholding GOC of a prescribed GOC subsidiary signs a document containing a statement that it is in favour of a resolution set out in the document— a resolution in those terms is taken to have been passed at a general meeting of the subsidiary held at the time at which, and on the day on which, the document is signed by the last GOC ; and the subsidiary is taken to have held a general meeting at that time on that day; and the document is taken to be a minute of the meeting; and any document that is attached to the first document, and is signed by each shareholding GOC , is taken to have been laid before the subsidiary at the meeting; and if the resolution deals with all matters that are required to be dealt with at an annual general meeting of the subsidiary —the subsidiary is taken to have held an annual general meeting. (sch.4-sec.84-ssec.2) Subsection (1) applies to a resolution that is authorised or required by the Corporations Act , or the subsidiary’s constitution, to be passed at a general meeting, including a resolution— appointing an officer or auditor; or approving of, or agreeing to, anything. (sch.4-sec.84-ssec.3) For the purposes of subsection (1) , 2 or more separate documents containing a statement in identical terms, each of which is signed by a shareholding GOC , are taken to constitute a single document. (sch.4-sec.84-ssec.4) This section has effect for the purposes of the Corporations Act and has that effect despite anything in that Act. (sch.4-sec.84-ssec.5) Subsection (4) does not limit any other effect that this section may have. (sch.4-sec.84-ssec.6) This section does not affect any rule of law relating to the effectiveness of the assent of members of a company given to a document or anything else otherwise than at a general meeting of the company. - (a) a resolution in those terms is taken to have been passed at a general meeting of the subsidiary held at the time at which, and on the day on which, the document is signed by the last GOC ; and - (b) the subsidiary is taken to have held a general meeting at that time on that day; and - (c) the document is taken to be a minute of the meeting; and - (d) any document that is attached to the first document, and is signed by each shareholding GOC , is taken to have been laid before the subsidiary at the meeting; and - (e) if the resolution deals with all matters that are required to be dealt with at an annual general meeting of the subsidiary —the subsidiary is taken to have held an annual general meeting. - (a) appointing an officer or auditor; or - (b) approving of, or agreeing to, anything.