Gosford Christian School Ltd v Totonjian [2006] NSWSC 725

Reported Decision : 201 FLR 424

New South Wales Supreme Court

CITATION : Gosford Christian School Ltd v Totonjian [2006] NSWSC 725

HEARING DATE(S) : 06/07/06

JUDGMENT DATE : 20 July 2006

JURISDICTION : Equity Division Corporations List

JUDGMENT OF : Barrett J

DECISION : Injunctive relief to be granted: see paragraphs 132 to 134

CATCHWORDS : CORPORATIONS - public companies - management and administration - directors - constitution requires retirement of directors at each annual general meeting - meeting not held - whether offices become vacant at conclusion of year - holder of church position declared by company's constitution to be director ex officio - whether subject to annual retirement - purported action by three directors when two of them no longer in office - effectiveness of participation by third - where constitution permits continuing director to act - effect of failure to maintain minimum number of directors required by Corporations Act - whether act in which one director only participated within s.1322(4)(a) - whether validating order should be made - where no explicit application for such order - whether purported appointment of representative under s.250A defective in form - proceedings at member level in single member public company - passing of resolutions by paper based procedure under s.249B - whether such procedure available where Corporations Act requires meeting - whether right of directors to be given notice of general meetings indicates that meeting must be held to pass resolutions affecting directors - whether right of auditor to be given notice of general meetings and to attend and speak on matters relevant to auditor indicates that meeting must be held to pass resolutions omitting from constituition requirement that accounts be audited - where efficacy of documents depends on signing in particular order - availability of presumption of regularity where evidence shows all signed on one day but does not indicate order