Time for Resolutions under s249N?

DearHolders,

Maybe it is a time to give the company notice of a resolution regarding theconcerns we have and take further actions. They may like to extend thesuspension for months. I like to think positively about this share but I think weneed to consider the alternative options as well. We need to discuss about thatsooner rather than later. What is your opinion?

“Ifyou own shares in a proprietary company (i.e. one that has ‘P/L’ or ‘Pty Ltd’at the end of its name) you have certain rights, including the right to getinformation about the operation of the company and the right to request thecompany hold meetings of members (subject to certain conditions).

Disputesabout your rights as a company shareholder can involve:

• accessing the company register
• lack of general meetings
• the company acting contrary to the interests of its members
• company members bringing legal action against the directors.

Acompany’s constitution sets out the obligations and rights of the company, itsofficeholders (including directors) and members. In that way, the constitutionworks like a contract. A breach of contract is not a criminal matter. Thecontract is enforceable through private action taken by the parties to thecontract (in this case, the constitution) with disputes being resolved eitherbetween the parties involved or, failing that, by the court.

Thelaw also grants rights to members – for example, the right to inspect thecompany register free of charge and obtain copies of it and, in certaincircumstances, the right to request directors hold a meeting of members of thecompany.

Writeto the company outlining your concerns and ask for the information that you areentitled to as a member. The following actions may be open to you:

• Members with at least 5% of the votes in a small proprietary company may give the company a written direction to prepare a financial report and directors’ report and send them to all members.
• Members with at least 5% of the votes, or the support of 100 members who are entitled to vote, may give the company notice of a resolution they propose to move at a general meeting.
• A member can ask the company to distribute a statement to all members. That statement must be about a matter that can be considered at a general meeting.
• Directors of the company must call and hold a general meeting if requested by members with at least 5% of the votes that may be cast at the meeting. The request must be in writing, signed by the members making the request and state any proposed resolutions.

Thedirectors must call the meeting within 21 days after the request is given tothe company, and the company must hold the meeting no later than two monthsafter the request is given.”

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