Appointment, removal and resignation of directors

• s201A. Minimum number of directors  

• s201B. Who can be a director  

• s201D. Consent to act as director  

Right of members to appoint directors

• RR s 201G sets out the right of members to appoint directors (Can be modified in Constitution)
• Public company directors must be elected individually s201E

Appointment by directors

• Directors can appoint other directors RR s201H (1)
• In a public company, if directors appoint replacement director under RR s201H (1) then appointment needs subsequent ratification by members at company’s next AGM: RR s201H (3)

Director’s resignation

• Lodge form 484 with ASIC within 28 days of resignation s205B(4).

• Lodge with ASX immediately LR 3.16.1

Special requirements for meeting convened to remove directors

Members of a public company have a statutory right to remove the directors s203D (subject to the nominee director replacement restraint of s203D(1)). Under s203D the directors are entitled to receive 2 months notice and can distribute a statement from the director being removed as long as it is not more than 1,000 words long or defamatory. 

S249 P: supporting statement from members can accompany notice subject to company’s right to refuse to send a statement if longer than 1000 words or defamatory.

Members have the right under RR s201G to appoint new directors. The change in office holders will require Form 484 to be lodged by the secretary within 28 days of the passage of the resolutions.