Corporations (Aboriginal and Torres Strait Islander) Act 2006

CHAPTER 6 - OFFICERS  

PART 6-2 - APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS  

Division 249 - Resignation, retirement or removal of directors  

SECTION 249-15   REMOVAL BY OTHER DIRECTORS  

249-15(1)    
The only ground on which the directors of an Aboriginal and Torres Strait Islander corporation may remove a director from office is that he or she fails without reasonable excuse to attend 3 or more consecutive directors ' meetings. The directors may remove the director by resolution.

249-15(2)    
Subsection (1) operates despite anything in:

(a)    the corporation ' s constitution; or

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

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

Director to be given notice

249-15(3)    
Before removing the director, the directors must give the director concerned notice in writing:

(a)    stating that the directors intend to remove the director concerned from office because he or she has failed without reasonable excuse to attend 3 or more consecutive directors ' meetings; and

(b)    stating that the director concerned has 14 days to object to the removal; and

(c)    stating that the objection must be:

(i) in writing; and

(ii) given to the corporation within the period of 14 days from the day the notice is given.

Penalty: 5 penalty units.

249-15(4)    
An offence against subsection (3) is an offence of strict liability offence.

Note:

For strict liability , see section 6.1 of the Criminal Code .

If director does not object

249-15(5)    
If the director does not object as provided for in paragraph (3)(c) , the directors must remove the director from the office.

If director does object

249-15(6)    
If the director does object as provided for in paragraph (3)(c) :

(a)    the directors cannot remove the director from office; and

(b)    the corporation, by resolution in general meeting, may remove the director from office in accordance with section 249-10 .

Notice of resolution to be given

249-15(7)    
If the director concerned is removed from office, the corporation must give him or her a copy of the resolution as soon as practicable after the applicable resolution has been passed.

Penalty: 5 penalty units.

Time of retirement

249-15(8)    
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.

249-15(9)    
An offence against subsection (7) is a strict liability offence.

Note:

For strict liability , see section 6.1 of the Criminal Code .