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7.How should a director’s meeting be conducted for an Australian company to ensure it complies with the Corporations Law?


In general terms any director of a company may call a director’s meeting but they should do so by adhering to the governing rules of the company – either its constitution or the Replaceable Rules, as set out in the Corporations Act.

In order for a director’s meeting to be considered valid, the director who calls the meeting must give notice of the proposed meeting to every other director of the company. If the company has its own constitution, it will specify the time period required to notify other directors of a meeting and the method which must be used.

In a company that relies on the Replaceable Rules to govern its activities, a director is required to give a ‘reasonable’ notice period when calling a meeting.

A ‘quorum’ is required for a directors’ meeting. This should also be spelt out in the company’s constitution. Under the Replaceable Rules, a quorum is two directors and they must be present at all times.

Different rules apply for single director proprietary companies, which are able to make resolutions without meetings.

The company’s constitution may also spell out the forms of technology which may be used to conduct a meeting, such as a group telephone conference or video link. The Replaceable Rules also state that the directors of a company may pass a resolution without a directors’ meeting if all the directors who are entitled to vote on the resolution sign a document stating that they are in favour of the resolution.

Separate copies of the document may be used for signing by directors, provided the wording of the resolution and statement is identical in each copy. The resolution is considered to be passed when the last director signs.

The directors may elect a director to chair their meetings. The directors can elect the period for which the director is to be the chair. If a director has not already been elected to chair meetings or if the elected chair is absent or declines to act, directors must elect someone who is present at the meeting to chair it.

Minutes must be taken for all directors meetings. They must be signed by the meeting chair and they should be inserted into the company’s register.

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