Clause 24

Despite any other provision of this Act, the unitholders of an unlisted registered business trust may pass any resolution by written means in accordance with the provisions of this section and sections 63B to 63G.(2) Subsection (1) does not apply to a resolution for which special notice is required.(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more unitholders of the unlisted registered business trust who on that date represent —

at least 75%; or

if the trust deed of the unlisted registered business trust requires a greater majority for that resolution, that greater majority,of the total voting rights of all unitholders who on that date would have the right to vote on that resolution at a general meeting of the unitholders of the unlisted registered business trust.(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more unitholders of the unlisted registered business trust who on that date represent —

a majority; or

if the trust deed of the unlisted registered business trust requires a greater majority for that resolution, that greater majority,of the total voting rights of all the unitholders who on that date would have the right to vote on that resolution at a general meeting of the unitholders of the unlisted registered business trust.(5) For the purposes of this section, a resolution of the unitholders of an unlisted registered business trust is formally agreed by a unitholder if —

the trustee‑manager of the unlisted registered business trust receives from the unitholder (or the unitholder’s proxy if this is allowed) a document that —

is given to the trustee‑manager in legible form or a permitted alternative form;

indicates the unitholder’s agreement (or agreement on the unitholder’s behalf) to the resolution by way of the unitholder’s signature (or the unitholder’s proxy’s signature if that is allowed), or any other method that the trust deed of the unlisted registered business trust may provide; and

includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

the unitholder (or the unitholder’s proxy) had a legible text of the resolution before giving that document.(6) Nothing in subsection (3) or (4) is to be construed as requiring the requisite number of unitholders to formally agree to the resolution on a single day.(7) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —

in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or

in another form that —

is currently agreed between the trustee‑manager of the unlisted registered business trust and the person as a form in which the thing may be sent or otherwise supplied to the trustee‑manager; and

is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.(8) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting of the unitholders of the unlisted registered business trust, includes a reference to the passing of the resolution by written means in accordance with this section.(9) Any reference in this Act or any other law to the doing of anything at a general meeting of the unitholders of an unlisted registered business trust includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.Requirements for passing of resolutions by written means63B.—

A resolution of the unitholders of an unlisted registered business trust may only be passed by written means if —

either —

agreement to the resolution was first sought by the directors of the trustee‑manager of the unlisted registered business trust in accordance with section 63C; or

a requisition for that resolution was first given to the trustee‑manager of the unlisted registered business trust in accordance with section 62 and, by reason of that notice, the documents mentioned in section 62(3A) in respect of the resolution were served on the unitholders of the unlisted registered business trust in accordance with section 62(3A);

the trust deed of the unlisted registered business trust does not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and

all conditions in the trust deed of the unlisted registered business trust relating to the passing of the resolution by written means are met.(2) Any resolution that is passed in contravention of subsection (1) is invalid.Where directors seek agreement to resolution by written means63C.—

The directors of the trustee‑manager of an unlisted registered business trust who wish to seek agreement to a resolution of the unitholders of the unlisted registered business trust and for it to be passed by written means must send to each unitholder, having the right to vote on that resolution at a general meeting of the unitholders of the unlisted registered business trust, a copy of the text of the resolution.(2) As far as practicable, the directors must comply with subsection (1) as respects every unitholder at the same time and without delay.(3) Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each unitholder in turn.(4) Subject to section 63D, if the resolution is passed before the directors have complied with subsection (1) as respects every unitholder, that fact does not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).Unitholders may require general meeting for resolution63D.—

Any unitholder or unitholders of an unlisted registered business trust representing at least 5% of the total voting rights of all the unitholders having the right to vote on a resolution at a general meeting of the unitholders of the unlisted registered business trust may, within 7 days after —

the text of the resolution has been sent to the unitholder or unitholders in accordance with section 63C; or

the documents mentioned in section 62(3A) in respect of the resolution have been served on the unitholder or unitholders,(as the case may be) give notice to the trustee‑manager of the unlisted registered business trust requiring that a general meeting of the unitholders of the unlisted registered business trust be convened for that resolution.(2) Where notice is given under subsection (1) —

the resolution is invalid even though it may have in the meantime been passed in accordance with section 63A; and

the directors of the trustee‑manager of the unlisted registered business trust must proceed to convene a general meeting of the unitholders of the unlisted registered business trust for the resolution.Period for agreeing to written resolution63E.—

Unless the trust deed of an unlisted registered business trust otherwise provides, a resolution of the unitholders of the unlisted registered business trust proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days starting on the date on which the written resolution is circulated to the unitholders of the unlisted registered business trust.(2) The agreement to a resolution is ineffective if indicated after the expiry of the period mentioned in subsection (1).Duty of trustee-manager of unlisted registered business trust to notify unitholders that resolution passed by written means63F.—

Where a resolution of the unitholders of an unlisted registered business trust is passed by written means, the trustee‑manager of the unlisted registered business trust must —

notify every unitholder that it has been passed; and

do so within 15 days after the earliest date on which a director or secretary of the trustee‑manager is aware that it has been passed.(2) Non‑compliance with subsection (1) does not render the resolution invalid.Recording of resolutions passed by written means63G.—

Where a resolution of the unitholders of an unlisted registered business trust is passed by written means, the trustee‑manager of the unlisted registered business trust must cause a record of the resolution, and the indication of each unitholder’s agreement (or agreement on the unitholder’s behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the unitholders of the unlisted registered business trust.(2) Non‑compliance with subsection (1) does not render the resolution invalid.(3) Any such record, if purporting to be signed by a director or the secretary of the trustee‑manager of the unlisted registered business trust, is evidence of the proceedings in passing the resolution.(4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with.(5) Section 68 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting of the unitholders of a registered business trust.”.