Tom Hughes tom at compton.nu
Thu Aug 20 08:52:35 UTC 2009

On 20/08/09 09:40, James Livingston wrote:

> A question I asked on IRC, which Steve said he didn't know the answer
> to, was "Is there a way for the membership to overrule the board?".
> All the associations I've been part of here in Australia, where I've
> cared enough to look at the constitution/articles, have had a clause
> that said if you can get enough members to agree, you can force an
> Extraordinary General Meeting. In one of those meetings, the
> membership can vote on resolutions which bind the board, or remove
> them from office and force new elections.

There's no great mystery about it - the articles are here:


and they say:

   "The Board may whenever they think fit convene an Extraordinary
    General Meeting, and Extraordinary General Meetings shall also be
    convened on such requisition, or in default may be convened by such
    requisitionists, as provided by section 368 of the Act.

Section 368 should refer to the Companies Act 1985 or 1998 under which 
the articles are drafted. Looking online it refers to the 1985 act:


Where section 368 can be found on pages 250/251 (276/277 of the PDF).

The equivalent section in the 2006 act which is now in force can be seen 


Which shows that 10% of the members may require the directors (board 
members) to call an Extraordinary General Meeting.


Tom Hughes (tom at compton.nu)

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