Corporations Act 2001
Note: Section 1228 applies instead of this Part in relation to a CCIV.
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Hide history noteThe directors of a company may pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.
248A(2) Copies.Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy.
248A(3) When the resolution is passed.The resolution is passed when the last director signs.
Note: Passage of a resolution under this section must be recorded in the company's minute books (see section 251A).
SECTION 248B RESOLUTIONS AND DECLARATIONS OF 1 DIRECTOR PROPRIETARY COMPANIES 248B(1) Resolutions.The director of a proprietary company that has only 1 director may pass a resolution by recording it and signing the record.
248B(2) Declarations.The director of a proprietary company that has only 1 director may make a declaration by recording it and signing the record. Recording and signing the declaration satisfies any requirement in this Act that the declaration be made at a directors' meeting.
Note 1: For directors' declarations, see sections 295 and 494.
Note 2: Passage of a resolution or the making of a declaration under this section must be recorded in the company's minute books (see section 251A).
Division 2 - Directors' meetings SECTION 248C 248C CALLING DIRECTORS' MEETINGS (REPLACEABLE RULE SEE SECTION 135)A directors' meeting may be called by a director giving reasonable notice individually to every other director.
Note: A director who has appointed an alternate director may ask for the notice to be sent to the alternate director (see subsection 201K(2)).
SECTION 248D USE OF TECHNOLOGY 248D(1)A directors ' meeting may be called or held using any technology.
248D(2)
Without limiting subsection (1) , a directors ' meeting may be held: (a) at one or more physical venues; or (b) at one or more physical venues and using virtual meeting technology; or (c) using virtual meeting technology only.
248D(3)
Despite subsections (1) and (2) , if technology is used to call a director ' s meeting, or to hold a directors ' meeting (whether or not the meeting is held at one or more physical venues), the technology must be reasonable.
The directors may elect a director to chair their meetings. The directors may determine the period for which the director is to be the chair.
248E(2) [ Requirement to elect]The directors must elect a director present to chair a meeting, or part of it, if:
(a) a director has not already been elected to chair the meeting; or
(b) a previously elected chair is not available or declines to act, for the meeting or the part of the meeting. SECTION 248F 248F QUORUM AT DIRECTORS' MEETINGS (REPLACEABLE RULE SEE SECTION 135)
Unless the directors determine otherwise, the quorum for a directors' meeting is 2 directors and the quorum must be present at all times during the meeting.
Note 1: For special quorum rules for public companies, see section 195.
Note 2: For resolutions of 1 director proprietary companies without meetings, see section 248B.
SECTION 248G PASSING OF DIRECTORS' RESOLUTIONS (REPLACEABLE RULE SEE SECTION 135) 248G(1) [ Majority vote]A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution.
248G(2) [ Casting vote]The chair has a casting vote if necessary in addition to any vote they have in their capacity as a director.
Note: The chair may be precluded from voting, for example, by a conflict of interest.