(1) Member approval is not needed to give a financial benefit if the benefit is given:

(a)

by a body corporate to a closely-held subsidiary of the body; or

(b)

by a closely-held subsidiary of a body corporate to the body or an entity it controls.

(2) For the purposes of this section, a body corporate is a closely-held subsidiary of another body corporate if, and only if, no member of the first-mentioned body is a person other than:

(a)

the other body; or

(b)

a nominee of the other body; or

(c)

a body corporate that is a closely-held subsidiary of the other body because of any other application or applications of this subsection; or

(d)

a nominee of a body referred to in paragraph (c).

(3) For the purposes of subsection (2), disregard shares that are not voting shares.