New South Wales Consolidated Acts

AGL CORPORATE CONVERSION ACT 2002 - SECT 9

9 What is a registration resolution?

(1) For the purposes of this Act, a "registration resolution" is a resolution passed in accordance with this section by the proprietors of AGL at a general meeting of AGL or by the members of corporatised AGL at a general meeting of corporatised AGL (as the case may be) that resolves that corporatised AGL be registered as a public company limited by shares under the Corporations Act 2001 of the Commonwealth.

(2) 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 or members of corporatised 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 or corporatised AGL (as the case may be).

(3) A registration resolution may, but need not, be passed at the same general meeting at which a conversion resolution is passed.

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

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

(6) The members of corporatised AGL will be taken on and after the conversion date to have consented to the transfer of corporatised AGL’s incorporation in accordance with the terms of a registration resolution passed by the proprietors of AGL unless a further resolution passed in accordance with this section revoking the registration resolution is passed by those members before the registration day.

Note: Section 14 provides that corporatised AGL is a continuation of, and the same legal entity as, AGL. Also, section 18 (1) (b) provides that a person who, immediately before the conversion date, was a proprietor of AGL is taken to be a member of corporatised AGL.

(7) If a further resolution revoking a registration resolution is passed by the members of corporatised AGL as referred to in subsection (6), the registration resolution ceases to have effect as a registration resolution for the purposes of this Act.

(8) A resolution passed by the proprietors of AGL before the date of assent to this Act that would have been a registration 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 registration resolution for the purposes of this section.

(9) Nothing in this Act prevents a further proposal for a registration resolution being put to the proprietors of AGL or members of corporatised AGL if:

(a) a previously proposed registration resolution was not passed or was declared to be invalid by order of the Supreme Court under section 11, or

(b) an application for registration under Part 5B.1 of the Corporations Act 2001 of the Commonwealth was not made by corporatised AGL within the prescribed period applicable to the resolution under section 31.