The New South Wales Henry George Foundation v Booth

The New South Wales Henry George Foundation, an unincorporated association, took legal action against Booth, who was a member of the board of directors of the Foundation. The dispute centred around the interpretation of the Foundation’s constitution, specifically regarding the process for voting by proxy and the validity of certain meetings convened by Booth. The case was heard in the Supreme Court of New South Wales.

The primary legal issues addressed by the court involved the interpretation of the constitution’s provisions concerning voting by proxy, the significance of lodging a power of attorney with the company, and the meaning of the term "proxy" within this context. Additionally, the court had to determine the validity of a meeting convened by a donee of a power of attorney and assess the enforceability of an article restricting proxies to members of a company limited by guarantee.

The court concluded that the constitution required strict adherence to the provisions for voting by proxy, which necessitated the satisfaction of specific conditions, including the lodging of a power of attorney with the company. It was found that the term "proxy" in the constitution had a specific meaning and was not synonymous with "attorney." Consequently, the meeting convened by Booth, who was the donee of a power of attorney but not a member of the Foundation, was deemed invalid. Furthermore, the article limiting proxies to members was struck down as it was held to be invalid for a company limited by guarantee. The court also clarified that the chairman’s right to chair a meeting was not absolute and could be subject to challenge. While the late start to the meeting was considered a procedural irregularity, it did not invalidate the meeting as a quorum was present before it convened. Lastly, it was determined that a company limited by guarantee was a public company for the purposes of the Corporations Act.

The court ordered that the article restricting proxies to members was invalid and of no effect, and that any meeting convened without strict adherence to the constitutional provisions for voting by proxy would be considered invalid.