Section 240 of the Cooperatives national law provides the meaning of 'majority' for passing special resolutions. It appears to me that the wording is ambiguous, and two quite different meanings are possible, with neither obviously correct. Can anyone point to how this should be resolved?
S.240 reads like so:
The two clauses are similar in structure. Quoting from (1), there are two ways to parse the sentence, which I've indicated with brackets below:
or
I note that while many people would be inclined to assume the latter meaning is correct because things work that way in company law, Owners Associations in Victoria (my jurisdiction) provide a counter example to that. where it's quite clear that the majority is a proportion of all lot holders, not just those who vote.
S.240 reads like so:
240 How majority is ascertained
(1) A resolution is passed by a particular majority at a meeting
if that majority of the members of the co-operative who, being
entitled to do so, vote in person or (if proxies are allowed)
by proxy at the meeting vote in favour of the resolution.
(2) A resolution is passed by a particular majority in a postal
ballot if that majority of the members of the co-operative
who, being entitled to do so, cast formal votes in the postal
ballot vote in favour of the resolution.
The two clauses are similar in structure. Quoting from (1), there are two ways to parse the sentence, which I've indicated with brackets below:
(1) A resolution is passed by a particular majority at a meeting if
that
[ majority of the members of the co-operative ]
who, being entitled to do so, vote in person or (if proxies are
allowed) by proxy at the meeting vote in favour of the resolution.
or
(1) A resolution is passed by a particular majority at a meeting if
that
[ majority of the members of the co-operative who, being entitled to
do so, vote in person or (if proxies are allowed) by proxy at the
meeting ]
vote in favour of the resolution.
I note that while many people would be inclined to assume the latter meaning is correct because things work that way in company law, Owners Associations in Victoria (my jurisdiction) provide a counter example to that. where it's quite clear that the majority is a proportion of all lot holders, not just those who vote.