Where a company's constitution provides for an ex officio director by virtue of holding a particular office, that director is not subject to general retirement provisions applicable to directors at large. Where the quorum for directors' meetings is fixed as a percentage of directors holding office, a sole continuing director constitutes a quorum and may act for all purposes. The paper-based resolution procedure under s 249B is available for a single-member company to pass special resolutions amending the constitution, unless the Corporations Act itself requires a meeting for the particular matter in question. The right of directors under s 249J to receive notice of general meetings does not require that a meeting be held where the objective can be achieved without one.
The full text is available to signed-in members, including the 31 later cases that cite this judgment.
3 of the 31 citing cases carry a classified treatment. How each court treated it is available to signed-in members.