Clause 21

This section applies to the following types of meetings:

any general meeting of a VCC (including an annual general meeting and an extraordinary general meeting);

any meeting of any class of members of a VCC;

any meeting ordered by the Court under section 182 of the Companies Act 1967 as applied by section 80, if the Court so directs.(2) Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —

at a physical place;

at a physical place and using virtual meeting technology; or

using virtual meeting technology only.(3) Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place.(4) Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to any person (including any member of a VCC) attending a meeting includes a person who is attending the meeting using virtual meeting technology;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to any person (including any member of a VCC) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology;

subject to paragraph (f), a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to a vote of a member of a VCC at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the VCC;

subject to paragraph (f), a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to voting by a member of the VCC at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the VCC;

subject to paragraph (f), a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the VCC;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the VCC but only if the person can be identified —

by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or

if no method is so prescribed, by any method that the directors of the VCC may determine;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the VCC may determine;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the VCC may determine;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the VCC may determine;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the VCC may determine;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to an auditor’s report being read before the VCC in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the VCC may determine;

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the VCC includes producing or making available the relevant document —

on a website; or

by any other means that the VCC may by ordinary resolution determine; and

a reference in this Act (including a reference in the Companies Act 1967 as applied by this Act) to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the VCC at a meeting includes the relevant document being produced or made available or caused to be produced or made available —

on a website; or

by any other means that the VCC may by ordinary resolution determine.(5) This section applies despite the provisions contained in a VCC’s constitution, except where —

in the case of a VCC incorporated before 1 July 2023, the VCC on or after that date amends or alters its constitution —

to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or

to exclude or modify the application of paragraphs (a) to (m) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or

in the case of a VCC incorporated on or after 1 July 2023 —

the constitution of the VCC —

excludes the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or

excludes or modifies the application of paragraphs (a) to (m) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or

the VCC at any time after its incorporation amends or alters its constitution —

to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or

to exclude or modify the application of paragraphs (a) to (m) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies.(6) In subsection (4), a reference to a member of a VCC includes, where appropriate, the member’s proxy or the member’s representative.(7) The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of VCCs.(8) To avoid doubt and subject to the constitution of the VCC, nothing in this Act prohibits a meeting of the board of directors of a VCC, or a committee consisting of one or more directors of a VCC, from being held —

at a physical place and using virtual meeting technology; or

using virtual meeting technology only.”.