PROBLEM PAPER
ISSUE: Are the resolutions of the AGM valid? Is Lucy eligible to sue Bill against breach of law?
RULES: According to Article 422 of the Business law, "Ordinary meetings of an organization in Australia should be held at least once a year, on the dates indicated in the bylaws and, in silence, within three months of the expiration of each year1. To determine the company's economic guidelines, to consider the accounts and balance sheets of the last financial year, to resolve on the distribution of profits and to agree on all measures to ensure the compliance with the corporate purpose.
The administrators shall allow the exercise of the right of inspection to the shareholders or their representatives during the fifteen days prior to the meeting2. Thus, article 422 of Business law recognizes the discretion that shareholders have to establish in the statutes the time and opportunity in which they must meet4.
On the other hand, if the company has statutory established several accounting exercises in the same calendar year, it must make an ordinary meeting for each one of said cuts. Ordinary meetings are characterized both by their obligatory nature and by the specific subjects they deal with (consideration of financial statements, management report and other related and complementary aspects), and are also characterized by the time in which they are carried out and In advance with which the shareholders must be convened.
The procedures to be followed at the General Meetings for the approval of the National Optometrists Ltd are regulated in the organizations Regulations, which establishes a general normative procedure and others of special character. The procedure may initiate the initiative of: one person joins with the signature of four others. The text presented at the initiative of National Optometrists Ltd receives, during its processing, the name of Draft Provisional Standard. In another case, it is called a Standard Proposal and, prior to its processing, it must be taken into consideration by the majority of the Plenary Meeting of the General Meetings.