The New South Wales Henry George Foundation v Booth and OTHERS [2002] NSWSC 245

41 ACSR 288 Reported Decision : 54 NSWLR 433 (2002) 20 ACLC 736

New South Wales Supreme Court

CITATION : The New South Wales Henry George Foundation v Booth and OTHERS [2002] NSWSC 245 revised - 17/04/2002 FILE NUMBER(S) : SC 5963/2001 HEARING DATE(S) : 26/03/02,27/03/02 JUDGMENT DATE : 5 April 2002

The New South Wales Henry George Foundation Limited - Plaintiff John Francis Booth - 1st Defendant John Collins - 2nd Defendant PARTIES : Anthony Joseph Fitzgerald - 3rd Defendant Raymond Charles Campton - 4th Defendant Richard Lawrence Giles - 5th Defendant Faye Laurel Giles - 6th Defendant JUDGMENT OF : Gzell J

COUNSEL : CJ Birch SC for the plaintiff VR Gray for the defendants SOLICITORS : Philip Howell, Solicitor & Attorney Hagan & Co, Solicitors CATCHWORDS : Corporations Act 2001 - voting by attorney - constitution construed to require satisfaction of provisions for voting by proxy - lodgment of power of attorney with company - meaning of "proxy" - history of voting by attorney - meeting convened by donee of power of attorney invalid - article requiring proxy to be member of company limited by guarantee invalid - chairman's right to chair meeting - meeting not stood over - quorum present before meeting convened - late start to meeting procedural irregularity - company limited by guarantee a public company - article restricting proxies to members invalid. Corporations Act 2001 (Cth) The Company Act 1961 (NSW) Conveyancing Act 1919 (NSW) Companies (NSW) Code LEGISLATION CITED : Companies Act 1947 (UK) Companies Act 1948 (UK) Companies Act 1985 (UK) Company law Review Bill 1997 The Companies Regulations 1984 (UK) Harben v Philips (1883) 23 Ch D 14 at 35-36 Campbell v The Australian Mutual Provident Society (1906) 7 SR (NSW) 99 at 120 Armstrong v Landmark Corporation Ltd [1967] 1NSWR 13 at 14 CASES CITED : Fast Scout Ltd v Bergel & ors [2000] WASC 343 at 38 Totally & Permanently Incapiciated Veterans' Association v Gadd (1998) 28 ACSR 549 at 557 Monmouthshire Council Navigation Co v Kendall (1821) 4 B & Ald 453 at 458 (106 ER 1003 at 1005) In re English, Scottish and Australian Chartered Bank [1893] 3 Ch 385 at 409 DECISION : For orders and declaration see paragraph 43 and following.