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 249-10   REMOVAL BY MEMBERS  
Resolution for removal of director

249-10(1)    
An Aboriginal and Torres Strait Islander corporation may, by resolution in general meeting, remove a director from office 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.

Note:

See sections 201-1 and 201-5 for the rules on who may call meetings, sections 201-20 to 201-30 on how to call meetings and sections 201-40 to 201-50 for rules on members ' resolutions.

Notice of intention to move resolution for removal of director

249-10(2)    
Notice of intention to move the resolution must be given to the corporation at least 21 days before the meeting is to be held. However, if the corporation 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 21 days after the notice of intention is given.

Note:

Short notice of the meeting cannot be given for this resolution (see subsection 201-20(3) ).

Director to be informed

249-10(3)    
The corporation must give the director a copy of the notice as soon as practicable after it is received.

Penalty: 5 penalty units.

Director ' s right to put case to members

249-10(4)    
The director is entitled to put his or her case to members by:

(a)    giving the corporation 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 corporation).

Circulation of statement

249-10(5)    
The written statement is to be circulated by the corporation 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.

Penalty: 5 penalty units.

249-10(6)    
The written statement does not have to be circulated to members if it is defamatory.

Time of retirement

249-10(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.

249-10(8)    
An offence against subsection (3) or (5) is an offence of strict liability.

Note:

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