Company Law Review Act 1998 (61 of 1998)

Schedule 2   Consequential amendment of the Corporations Law

Part 1   Registering a company (new Chapter 2A) Basic features of a company (new Chapter 2B) Members' rights and remedies (new Chapter 2F)

70   After section 226

Insert:

226A Powers of directors (replaceable rule - see section 135)

(1) The business of a company is to be managed by or under the direction of the directors.

(2) The directors may exercise all the powers of the company except any powers that this Law or the company's constitution (if any) requires the company to exercise in general meeting.

Note: For example, the directors may issue shares, borrow money and issue debentures.

226B Negotiable instruments (replaceable rule - see section 135)

(1) Any 2 directors of a company that has 2 or more directors, or the director of a proprietary company that has only 1 director, may sign, draw, accept, endorse or otherwise execute a negotiable instrument.

(2) The directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

226C Managing director (replaceable rule - see section 135)

(1) The directors of a company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see fit.

(2) A person ceases to be managing director if they cease to be a director.

(3) The directors may confer on a managing director any of the powers that the directors can exercise.

(4) The directors may revoke or vary:

(a) an appointment; or

(b) any of the powers conferred on the managing director.

226D Delegation to committees (replaceable rule - see section 135)

(1) The directors may delegate any of their powers to a committee of directors.

(2) A committee must exercise the powers delegated to it in accordance with any directions of the directors. The effect of the committee exercising a power in this way is the same as if the directors exercised it.

Note: The delegation must be recorded in the company's minute book (see section 251A).

226E Removal by members - proprietary companies (replaceable rule - see section 135)

A proprietary company:

(a) may by resolution remove a director from office; and

(b) may by resolution appoint another person as a director instead.