CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) ACT 2006 - SECT 268.20 Restrictions on voting

CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) ACT 2006 - SECT 268.20

Restrictions on voting and being present

  (1)   A director of an Aboriginal and Torres Strait Islander corporation who has a material personal interest in a matter that is being considered at a directors' meeting must not:

  (a)   be present while the matter is being considered at the meeting; or

  (b)   vote on the matter.

Penalty:   5 penalty units.

  (2)   Subsection   (1) does not apply if:

  (a)   subsection   (4) or (5) allows the director to be present; or

  (b)   subsection   268 - 5(2) applies in relation to the interest; or

  (c)   for any other reason, the interest does not need to be disclosed under section   268 - 1.

Note 1:   A defendant bears an evidential burden in relation to the matter in subsection   (2) (see subsection   13.3(3) of the Criminal Code ).

Note 2:   Because section   268 - 5 provides that certain interests a director has as a common law holder of native title do not need to be disclosed, those interests will not prevent the director from being present and voting.

  (3)   An offence against subsection   (1) is an offence of strict liability.

Note:   For strict liability , see section   6.1 of the Criminal Cod e.

Participation with approval of other directors

  (4)   The director may be present and vote if directors who do not have a material personal interest in the matter have passed a resolution that:

  (a)   identifies the director, the nature and extent of the director's interest in the matter and its relation to the affairs of the corporation; and

  (b)   states that those directors are satisfied that the interest should not disqualify the director from voting or being present.

Participation with Registrar's approval

  (5)   The director may be present and vote if he or she is so entitled under a declaration or order made by the Registrar under section   268 - 25.

Director may consider or vote on resolution to deal with matter at general meeting

  (6)   If there are not enough directors to form a quorum for a directors' meeting because of subsection   (1), 1 or more of the directors (including those who have a material personal interest in that matter) may call a general meeting and the general meeting may pass a resolution to deal with the matter.

Effect of contravention by director

  (7)   A contravention by a director of:

  (a)   this section; or

  (b)   a condition attached to a declaration or order made by the Registrar under section   268 - 25;

does not affect the validity of any resolution.