[Jin.Chan]

Hi all,

I'm a beginner in Corporate law. I have a question about s1322. If there is defective notice, the meeting or any action taken in that meeting is not void merely because of a defect in notice of the meeting (i.e. Failure to give notice to a particular member). Thus, defective meeting may be cured by the general power under s1322. I don't understand what does it mean by 'cure' the defective notice? When I first read the act, I thought 'cure' the defective notice means the court declare the meeting is invalid but procedure irregularity is not the reason to do so at the same time.

Anyone, please help. Thanks in advance.

[AK lawyer]

If you can give us a link to section 1322 I could double check, but since we more-or-less use the same language, I would assume that "cure" means to make it right. So, in this context, it would mean to do what is needed to make it as though the notice was valid.

One way to cure a defective notice such as this, say for example, notice of a meeting of a board of directors, would be for that member (director) who didn't get due notice to sign a waiver of notice of the meeting.

[Jin.Chan]

http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s1322.html

Here it is ^^ Thanks xD

[AK lawyer]

... I don't understand what does it mean by 'cure' the defective notice? ...

Section 1322 seems to leave it up to the court to devise a way to "cure" things. It is purposely vague, so as to give the court as many options as possible. Subsection 4 (d), for example suggests several things a court could do:

"(d) an order extending the period for doing any act, matter or thing or instituting or taking any proceeding under this Act or in relation to a corporation (including an order extending a period where the period concerned ended before the application for the order was made) or abridging the period for doing such an act, matter or thing or instituting or taking such a proceeding;"

Say, for example, a shareholder wasn't given the proper notice of a vote to be taken at a meeting. The court might order a new vote, after notice, to be taken in a set time period. If the court finds that to do so would afford all concerned "substantial justice", that would make it possible for the action of the corporation to be upheld despite the procedural irregularity.