If the minutes state that a resolution was passed unanimously, this is interpreted to mean that those creditors/members who voted did so in favour of the resolution and that there were no votes against it. Accordingly, where you have a creditor abstaining from voting (often a secured creditor) then, providing no-one votes against it, you can record the resolution as being passed unanimously. However, it is often prudent (but not required unless requested to do so) to record abstentions in the minutes in order to preserve the rights of secured creditors (eg: should the vote be for the acceptance of a DoCA, then if a secured creditor votes in favour of the deed, they would be bound by the deed and would be prevented by s 444D(2) from realising or dealing with their security)
Reg 5.6.19(2) – Unless a poll is demanded, the chairman must declare that a resolution has been:
- Carried;
- Carried unanimously;
- Carried by a particular majority; or
- Lost
Adrian Hunter 