Commonwealth Repealed Acts

This legislation has been repealed.

CORPORATIONS LAW- SECT 203D

Removal by members—public companies

 
Resolution for removal of director
 
 
(1)
A
public company may by resolution remove a director from office despite
anything in: 
 
 
 
(a)
the
company's constitution (if any); or

(b)
an agreement between the company and the director; or

(c)
an agreement between any or all members of the company and the
director. 

 
If the director was appointed to represent the interests of
particular shareholders or debenture holders, the resolution to remove the
director does not take effect until a replacement to represent their interests
has been appointed.
 
 Note: See
sections 249C to 249G for the rules on who may call meetings, sections 249H to
249M on how to call meetings and sections 249N to 249Q for rules on members'
resolutions. 


 
Notice of intention to move resolution for removal of
director
 
 
(2)
Notice of intention to move the
resolution must be given to the company at least 2 months before the meeting
is to be held. However, if the company calls a meeting after the notice of
intention is given under this subsection, the meeting may pass the resolution
even though the meeting is held less than 2 months after the notice of
intention is given. 
 
 
 Note:
Short notice of the meeting cannot be given for this resolution (see
subsection 249H(3)). 


 
Director to be informed
 
 
(3)
The
company must give the director a copy of the notice as soon as practicable
after it is received. 
 
 
Director's right to put case to
members
 
 
(4)
The director is entitled to put their
case to members by: 
 
 

(a)
giving the company a written statement for circulation to members
(see subsections (5) and (6)); and

(b)
speaking to the motion at the meeting (whether or not the
director is a member of the company). 

 
 
(5)
The written statement is to be
circulated by the company to members by: 
 
 
 
(a)
sending a copy to everyone to whom notice of the meeting
is sent if there is time to do so; or

(b)
if there is not time to comply with paragraph (a)—having the
statement distributed to members attending the meeting and read out at the
meeting before the resolution is voted on. 

 
 
(6)
The director's statement does not have
to be circulated to members if it is more than 1,000 words long or defamatory.
 
 
Time of retirement
 
 
(7)
If a person
is appointed to replace a director removed under this section, the time at
which: 
 
 
 
(a)
the
replacement director; or

(b)
any other director; 

 
is to retire is to be worked out as if the replacement director
had become director on the day on which the replaced director was last
appointed a director.