Commonwealth Consolidated Acts

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Voting and completion of transactions--directors of proprietary companies (replaceable rule--see section 135)

                   If a director of a proprietary company has a material personal interest in a matter that relates to the affairs of the company and:

                     (a)  under section 191 the director discloses the nature and extent of the interest and its relation to the affairs of the company at a meeting of the directors; or

                     (b)  the interest is one that does not need to be disclosed under section 191;


                     (c)  the director may vote on matters that relate to the interest; and

                     (d)  any transactions that relate to the interest may proceed; and

                     (e)  the director may retain benefits under the transaction even though the director has the interest; and

                      (f)  the company cannot avoid the transaction merely because of the existence of the interest.

If disclosure is required under section 191, paragraphs (e) and (f) apply only if the disclosure is made before the transaction is entered into.

Note:          A director may need to give notice to the other directors if the director has a material personal interest in a matter relating to the affairs of the company (see section 191).

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