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Partner News: Associations Incorporated as a CLG Need to be Aware of Recent Reforms

Associations incorporated as a company limited by guarantee need to be aware of recent reforms. Ensure your constitution is up to date and your association is in the position to take advantage of these new reforms.

Contact Governology for a constitution health check, update or redraft.

The Corporations Amendment (Meetings and Document) Bill 2021 has been passed, making permanent temporary measures that were put in place for associations to hold virtual AGMs and execute, sign and transfer documents electronically. The act is due to commence once the temporary measures introduced in 2021 under the Treasury Laws Amendment Act (2021) expire on 30 March 2022.

These welcomed changes allow associations to adopt a fully virtual or hybrid approach to their AGMs from 1 April 2022, so long as virtual meetings are permitted by the organisation’s constitution.

The Bill provides the following permanent amendments to the Corporations Act 2001 (Cth):

The Act allows documents to be signed in flexible and technology neutral manners. This change applies to:
• The signing of certain documents (including deeds) by or on behalf of a company; and
• The signing of documents which relate to certain meetings or resolutions.
• Allows companies and registered schemes to hold physical and hybrid meetings. Wholly virtual meetings may also be used if they are expressly required or permitted by the constitution.
• All meetings, regardless of how they are held, must give the members as a whole a reasonable opportunity to participate. This includes holding the meeting at a reasonable time and place and using reasonable technology to conduct a virtual meeting and connect different physical locations together.
• Documents relating to meetings may be signed and given using electronic means, regardless of whether the meeting is a virtual, physical or hybrid meeting.
• A member or group of members with at least 5 per cent of the votes to require a listed company or registered scheme to appoint an independent person to observe or report on a poll.
• The statutory document execution mechanisms to proprietary companies with a sole director and no company secretary.

Please contact me on jonathan@governology.com.au or 0414 909 832

Jonathan Casson, Principal, Governology:
Providing Legal and Governance Advice to Associations

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