Corporate Law
...nistrative error, the company may fail to give notice of meeting to one or more members. Section 1322 indicates that accidental omission to give notice of the meeting to a person or non-receipt of the notice by any person does not invalidate the meeting unless the person applies to the Court for a declaration that proceedings are void. These omissions are referred to as procedural irregularities. Advice to David In this situation, Archiplan’s meeting was convened by directors Belinda and David. This meeting was validated because notice was sent to all the shareholders three weeks before the general meeting. However, there is no information about the date of posting, so we assume that notice was given within the required period. If this was not the case, then the meeting is not validated and hence the further discussion is irrelevant for our purposes. Section 1322(1) defines procedural irregularities as a “…deficiency of notice or time.” Furthermore, in section 1322(2), under the Corporations Act 2001 (CA), the proceedings are “not invalidated” because of a procedural irregularity unless the Court believes that the irregularity “has caused or may cause substantial injustice.” There could be grounds for substantial injustice as Ernie and Fiona support David and could have voted to keep David on the board, but as a result of the irregularity, only Ernie was present at the meeting. Question 3 Issue The issue is whether Gina can be appointed a director of Archiplan. Appointment of Directors Being a proprietary company, there are different procedures about the appointment of directors that apply in comparison with a public company. In general, to be approved as a director of a company, the CA imposes four conditions that all need to be satisfied. Firstly, under section 201D, the potential director must consent to the appointment. Secondly, under section 201B(1), the person must be an individual and not a company. Thirdly, under section 201B(1), the person must be at least 18 years old. Finally, under section 201B(2), the potential director must not be disqualified from being a director. Disqualification of Directors Due to a lack of information about the first three conditions, we assume that they are satisfied, leaving us to question the last condition based on the facts given. Under section 206B, automatic disqualification results from a large series of offences. Some of these include being bankrupt, being convicted within the previous five years of an offence in relation to the promotion, formation or management of a company, being convicted within the previous five years of serious fraud, or certain specified offences relating to the management of companies. Advice to David Since the CA is a federal piece of legislation, it applies nationally regardless of the conviction being in Western Australia and Archiplan being a Victorian based company. Section 206B(1)(a) asserts that “a person becomes disqualified...