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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 5-3 Directors’ meetings

Division 209 Introduction

209-1   What this Part is about

This Part sets out the rules for directors’ meetings. Some of those rules may be modified or replaced by an Aboriginal and Torres Strait Islander corporation’s constitution. Others cannot be.



 

Division 212 What are the rules concerning directors’ meetings?

212-1   Constitution to provide for meetings

                   The constitution of an Aboriginal and Torres Strait Islander corporation must specify how often directors’ meetings are to be held.

212-5   Calling directors’ meetings (replaceable rule—see section 60-1)

                   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 given to the alternate director (see subsection 246-30(2)).

212-10   Use of technology

                   A directors’ meeting may be called or held using any technology consented to by all the directors. The consent may be a standing one. A director may only withdraw his or her consent within a reasonable period before the meeting.

212-15   Chairing directors’ meetings (replaceable rule—see section 60-1)

             (1)  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.

             (2)  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.

212-20   Quorum at directors’ meetings

                   The quorum for a directors’ meeting is a majority of the directors and the quorum must be present at all times during the meeting.

Note:          For resolutions of 1 director Aboriginal and Torres Strait Islander corporations without meetings, see section 215-5.

212-25   Passing of directors’ resolutions (replaceable rule—see section 60-1)

             (1)  A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution.

             (2)  The chair has a casting vote if necessary in addition to any vote he or she has as a director.



 

Division 215 Resolutions and declarations without meetings

215-1   Circulating resolutions of corporation with more than 1 director (replaceable rule—see section 60-1)

Resolutions

             (1)  If an Aboriginal and Torres Strait Islander corporation has more than 1 director, the directors of the corporation 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.

Copies

             (2)  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.

When the resolution is passed

             (3)  The resolution is passed when the last director signs.

Note:          Passage of a resolution under this section must be recorded in the corporation’s minute books (see section 220-5).

215-5   Resolutions and declarations of 1 director corporation

Resolutions

             (1)  The director of an Aboriginal and Torres Strait Islander corporation that has only 1 director may pass a resolution by recording it and signing the record.

Declarations

             (2)  The director of an Aboriginal and Torres Strait Islander corporation 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:          Passage of a resolution or the making of a declaration under this section must be recorded in the corporation’s minute books (see section 220-5).