31. January 2011 10:10
MAC Services held a meeting pursuant to s 411(1) of the Corporations Act 2001 (Cth) to vote upon a resolution to effect a scheme of arrangement under Part 5.1 of the Act.
At the meeting, which was properly convened, a poll was called. Votes were cast but counted after the meeting was declared closed, the chairperson indicating that the result of the poll would be notified once votes were counted.
The overwhelming majority voted in favour of the scheme and the result was notified to the ASX later the same day.
The Court had to consider whether the resolution had been passed “at” the meeting.
A poll properly called for need not be taken during the course of the meeting, and it was held that the poll is effectively a continuation of the meeting. The resolution was therefore passed “at” the meeting.
Relevant paragraphs of Ford
[7.427], [19.140], [22.130], [23.620], [24.071], [24.090], [24.130], [24.160]