New South Wales Consolidated Acts

AGL CORPORATE CONVERSION ACT 2002 - SECT 8

8 What is a conversion resolution?

(1) For the purposes of this Act, a "conversion resolution" is a resolution passed in accordance with this section by the proprietors of AGL at a general meeting of AGL that:

(a) resolves that AGL be constituted as a body corporate under this Act, and

(b) approves a constitution for AGL on its conversion into a body corporate.

(2) A constitution approved by a conversion resolution may contain any matter that could be included in the constitution of a public company limited by shares under the Corporations Act 2001 of the Commonwealth.

(3) A resolution is passed in accordance with this section only if:

(a) the resolution is passed by at least 50% of the votes cast by the proprietors of AGL (whether present in person or by proxy) who are eligible to vote at the general meeting, and

(b) subject to paragraph (a)-the general meeting at which the resolution is put is called and held in accordance with the constitution of AGL.

(4) A conversion resolution may form part of a composite resolution that, among other things (if any), includes a registration resolution.

(5) A conversion resolution may be expressed to be subject to such conditions as may be specified in the resolution. If a conversion resolution is subject to any such conditions, it does not have effect as a conversion resolution for the purposes of any provision of this Act (other than this section) until the conditions are satisfied.

(6) A resolution passed by the proprietors of AGL before the date of assent to this Act that would have been a conversion resolution for the purposes of this section if it had been in force at the time the resolution was passed is taken to be a conversion resolution for the purposes of this section.

(7) Nothing in this Act prevents a further proposal for the conversion of AGL into a body corporate being put to the proprietors of AGL if a previously proposed conversion resolution was not passed or was declared to be invalid by order of the Supreme Court under section 11.