10. VOTING
10.1 Voting rights
(a) Each Full Member present is entitled to vote on any resolution put at any General Meeting and have one (1) vote. The Full Member may cast their vote either:
(i) in person at a General Meeting; or
(ii) by Direct Vote.
(b) For the sake of clarity, Associates are entitled to be present but are not entitled to a vote at any General Meeting (or Annual General Meeting) of the Company.
10.2 Direct Voting
(a) Where Full Members are entitled to cast votes to any or all of the resolutions (including special resolutions) proposed to be considered at, and specified in the notice convening, a General Meeting, the Full Member may cast those votes by Direct Vote.
(b) The regulations for the casting of Direct Votes will be determined by the Member Council from time to time and recorded by the Board in the Membership Bylaws. Details of these regulations and the method for Direct Voting will be specified in the notice convening a General Meeting.
(c) A Direct Vote is not valid unless the Direct Vote is electronically submitted to the Secretary no later than 24 hours before the time of the General Meeting.
(d) A Member who casts a Direct Vote is entitled to attend a meeting. The Member is entitled to re-cast their vote on resolutions the subject of the Direct Vote at that meeting. If the Member attempts to cast more than one vote (including one or more Direct Votes) on a particular resolution, only the last vote received by the Company is to be taken to have been cast. Any earlier vote is automatically taken to have been withdrawn.
(e) If a vote is taken at a meeting on a resolution on which a Direct Vote was cast, the Chair of the meeting must count:
(i) each Member who has submitted a Direct Vote for or against the resolution; and
(ii) the show of hands or poll results.
(f) A Direct Vote received by the Company:
(i) can only be withdrawn by the Member by written notice received by the Company at least 24 hours before the appointed time for the commencement of the General Meeting (or in the case of any adjournment, the resumption of the meeting); and
(ii) is automatically withdrawn if the Company received from the Member a further Direct Vote or Direct Votes (in which case the most recent Direct Vote is, subject to this rule, counted in lieu of the prior Direct Vote).
(g) The Secretary must provide to the Chair a signed certificate confirming all Direct Votes received prior to any vote being taken.
(h) Before a vote is taken at a meeting, the Chair of the General Meeting must inform the General Meeting whether any Direct Votes have been received.
10.3 Resolutions of Members
(a) Subject to the Corporations Act, an ordinary resolution is passed if:
(i) 50% or more votes are cast in favour of the resolution by Members entitled to vote on the resolution than against the resolution; and
(ii) each vote counted was validly cast.
(b) A challenge to a right to vote at a meeting of Members may only be made at the meeting and must be determined by the Chair, whose decision is final.
(c) Unless a poll is demanded in accordance with clause 10.4, a resolution put to the vote at a meeting of Members must be decided on a show of hands (which includes any Direct Votes cast pursuant to clause 10.2(e)).
(d) On a show of hands (which includes any Direct Votes cast pursuant to clause 10.2(e)), a declaration by the Chair of a meeting of Members is conclusive evidence of the result provided that the declaration reflects the show of hands and the Direct Votes received.
(e) The minutes must record:
(i) the number of Direct Votes recorded in favour and against; and
(ii) in the case of a poll, the total number of votes (which includes any Direct Votes cast pursuant to clause 10.2(e)) recorded in favour and against.
10.4 Polls
(a) A poll may be demanded on any resolution at a meeting of Members, by any Full Member or by the Chair:
(i) before a vote on that resolution is taken; or
(ii) before or immediately after the results of the vote on that resolution on a show of hands are declared.
(b) A demand for a poll may be withdrawn.
(c) A poll must be taken where the result from a show of hands is different to the result from a Direct Vote.
(d) A poll at a meeting of Members must be taken in the manner and at the time and place the Chair of the meeting directs.
(e) The result of the poll demanded on a resolution of a meeting of Members is a resolution of that meeting.
(f) A demand for a poll on a resolution of a meeting of Members does not prevent the continuance of that meeting or that meeting dealing with any other business.
10.5 Subscriptions must be paid
No Member is entitled to vote at any meeting if they are deemed to be unfinancial in accordance with clause 6.3.
10.6 Proxies
The Company does not permit proxy arrangements.
10.7 Electronic meetings of Members
A meeting of Members may be called or held using any Technology that provides contemporaneous linking together by an instantaneous communication device.
