(1) In this section, unless the contrary intention appears:
- (a)
- a reference
to a proceeding under this Act is a reference to any proceeding whether a
legal proceeding or not; and
- (b)
- a reference to a procedural irregularity includes a reference to:
- (i)
- the absence of a quorum at a meeting of a corporation, at a meeting of
directors or creditors of a corporation, at a joint meeting of creditors and
members of a corporation or at a meeting of members of a registered scheme;
and
- (ii)
- a defect, irregularity or deficiency of notice or time.
(2) A proceeding under this Act is not invalidated because of any procedural
irregularity unless the Court is of the opinion that the irregularity has
caused or may cause substantial injustice that cannot be remedied by any order
of the Court and by order declares the proceeding to be invalid.
(3) A meeting held for the purposes of this Act, or a meeting notice of which
is required to be given in accordance with the provisions of this Act, or any
proceeding at such a meeting, is not invalidated only because of the
accidental omission to give notice of the meeting or the non-receipt by any
person of notice of the meeting, unless the Court, on the application of the
person concerned, a person entitled to attend the meeting or ASIC, declares
proceedings at the meeting to be void.
(3A) If a member does not have a reasonable opportunity to participate in a
meeting of members, or part of a meeting of members, held at 2 or more venues,
the meeting will only be invalid on that ground if:
- (a)
- the Court is of the
opinion that:
- (i)
- a substantial injustice has been caused or may be caused; and
- (ii)
- the injustice cannot be remedied by any order of the Court; and
- (b)
- the Court declares the meeting or proceeding (or that part of it) invalid.
(3B) If voting rights are exercised in contravention of subsection 259D(3)
(company controlling entity that holds shares in it), the meeting or the
resolution on which the voting rights were exercised will only be invalid on
that ground if:
- (a)
- the court is of the opinion that:
- (i)
- a substantial injustice has been caused or may be caused; and
- (ii)
- the injustice cannot be remedied by any order of the court; and
- (b)
- the court declares the meeting or resolution invalid.
(4) Subject to the following provisions of this section but without limiting
the generality of any other provision of this Act, the Court may, on
application by any interested person, make all or any of the following orders,
either unconditionally or subject to such conditions as the Court imposes:
- (a)
- an order declaring that any act, matter or thing purporting to have been
done, or any proceeding purporting to have been instituted or taken, under
this Act or in relation to a corporation is not invalid by reason of any
contravention of a provision of this Act or a provision of the constitution of
a corporation;
- (b)
- an order directing the rectification of any register kept by ASIC under
this Act;
- (c)
- an order relieving a person in whole or in part from any civil liability
in respect of a contravention or failure of a kind referred to in
paragraph (a);
- (d)
- an order extending the period for doing any act, matter or thing or
instituting or taking any proceeding under this Act or in relation to a
corporation (including an order extending a period where the period concerned
ended before the application for the order was made) or abridging the period
for doing such an act, matter or thing or instituting or taking such a
proceeding;
and may make such consequential or ancillary orders as the Court thinks fit.
(5) An order may be made under paragraph (4)(a) or (c) notwithstanding
that the contravention or failure referred to in the paragraph concerned
resulted in the commission of an offence.
(6) The Court must not make an order under this section unless it is
satisfied:
- (a)
- in the case of an order referred to in paragraph (4)(a):
- (i)
- that the act, matter or thing, or the proceeding, referred to in that
paragraph is essentially of a procedural nature;
- (ii)
- that the person or persons concerned in or party to the contravention or
failure acted honestly; or
- (iii)
- that it is just and equitable that the order be made; and
- (b)
- in the case of an order referred to in paragraph (4)(c)that the
person subject to the civil liability concerned acted honestly; and
- (c)
- in every casethat no substantial injustice has been or is likely to
be caused to any person.