Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 227

227. (1) A public company may, by resolution, remove a director before the end
of the director's period of office, notwithstanding anything in its articles
or in any agreement between it and the director.

(2) Where a director so removed was appointed to represent the interests of a
particular class of shareholders or debenture holders, the resolution to
remove the director does not take effect until a successor has been appointed.

(3) Special notice is required of:

   (a)  a resolution to remove a director under this section; or

   (b)  a resolution to appoint a person in place of a director so removed at
        the meeting at which the director is removed.

(4) As soon as practicable after receiving notice of an intended resolution to
remove a director under this section, the company shall send a copy of the
notice to the director concerned, and the director (whether or not a member of
the company) is entitled to be heard on the resolution at the meeting.

(5) Where notice is given in accordance with subsection (1) and the director
concerned makes with respect to the notice written representations to the
company (not exceeding a reasonable length) and requests that the
representations be notified to members of the company, the company shall,
unless the representations are received by it too late for it to do so:

   (a)  state, in any notice of the resolution given to members of the
        company, that the representations have been made; and

   (b)  send a copy of the representations to every member of the company to
        whom notice of the meeting has been or is sent.

(6) If a copy of the representations is not so sent because they were received
too late or because of the company's default, the director may, without
prejudice to any right to be heard orally, require that the representations be
read out at the meeting.

(7) Notwithstanding the preceding provisions of this section, copies of the
representations need not be sent out and the representations need not be read
out at the meeting if, on the appliction either of the company or of any other
person who claims to be aggrieved, the Court is satisfied that the rights
conferred by this section are being abused to secure needless publicity for
defamatory matter.

(8) On an application under subsection (7), the Court may order that the costs
of the applicant be paid in whole or in part by the director, even if the
director is not a party to the application.

(9) A vacancy created by the removal of a director under this section, if not
filled at the meeting at which the director is removed, may be filled as a
casual vacancy.

(10) A person appointed as a director in place of a person removed under this
section shall be treated, for the purpose of determining the time at which
that person or any other director is to retire, as if that person had become a
director on the day on which the person in whose place that person is
appointed was last appointed a director.

(11) Nothing in the preceding provisions of this section:

   (a)  deprives a person removed under those provisions of compensation or
        damages payable to the person in respect of the termination of the
        person's appointment as director or of any appointment terminating
        with that as director; or

   (b)  derogates from any power to remove a director that may exist apart
        from this section.

(12) A director of a public company shall not be removed by, or be required to
vacate his or her office because of, any resolution, request or notice of the
directors or any of them notwithstanding anything in the articles or any
agreement.