NRMA v Bradley [2002] NSWSC 788

Reported Decision : 42 ACSR 616

New South Wales Supreme Court

CITATION : NRMA v Bradley [2002] NSWSC 788 CURRENT JURISDICTION: Equity FILE NUMBER(S) : SC 4253 of 2002 HEARING DATE(S) : 28 and 29 August 2002 JUDGMENT DATE : 29 August 2002

PARTIES : National Roads & Motorists' Association Limited (Plaintiff) David Bradley (Defendant) JUDGMENT OF : Windeyer J at 1

COUNSEL : Mr R C McDougall QC with him Mr R G McHugh (Plaintiff) In person (Defendant) SOLICITORS : Corrs Chambers Westgarth (Plaintiff) In person (Defendant) CATCHWORDS : CORPORATIONS - meetings - whether certain resolutions proposed to be moved by members be declared to be invalid - Corporations Act 2001 s249N LEGISLATION CITED : Corporations Act 2001, s203D, s249, s1322 CASES CITED : National Roads and Motorists Association v Parker (1986) 6 NSWLR 517 DECISION : See paragraphs 18 and 30

- 6 - THE SUPREME COURT OF NEW SOUTH WALES COMMON LAW DIVISION

WINDEYER J

WEDNESDAY 28 AUGUST 2002

4253/02 NATIONAL ROADS AND MOTORISTS ASSOCIATION LIMITED v DAVID BRADLEY

JUDGMENT – 28 August 2002

1 HIS HONOUR: In this matter the plaintiff, the National Roads and Motorists Association Limited (NRMA), seeks declarations that certain resolutions proposed to be moved by members pursuant to s249 of the Corporations Act 2001 at a general meeting of NRMA on 17 October 2002 be declared to be invalid, so that the plaintiff ought not be required to submit those resolutions to the general meeting of members. 2 If the Court does not make the declarations sought, then the plaintiff seeks an order under s1322(4)(d) of the Corporations Act so that the time for consideration of the resolutions be extended up to and including the date fixed for the annual general meeting of members, namely 27 November 2002. In other words, if the proposed resolutions are held to be valid in that the business required to be put to members was held to be proper business to be considered by the members in a general meeting, then that general meeting should be held, or that business should be conducted at the annual general meeting, or perhaps on the same date as the annual general meeting. 3 The defendant has been appointed to represent those persons who have signed the notices of resolution pursuant to s249N of the Corporations Act. Those persons seek that the resolutions put forward should be considered at a general meeting of the members which either has been or will be called for 17 October 2002, to consider the business put forward by two groups of requisitionists which business relates to the removal of directors from office. 4 The first resolution which the persons represented by Mr Bradley now seek to have put forward at that meeting as an ordinary resolution is the following:- That the National Roads and Motorists' Association Limited do all such things as may be necessary in respect of proceedings 4454/01 commenced by the association in the Equity Division of the Supreme Court of New South Wales against John Fairfax Publications Pty Ltd and others: (a) To release and discharge the following from all undertakings to, and orders (including costs orders) of the Court: - (i) John Fairfax Publications Pty Ltd. (ii) Anne Lampe. (iii) Kate Askew. (iv) AAP Information Services Pty Ltd. (v) Belinda Tasker.