Section 1322(4)(a) of the Corporations Act cannot validate the purported acts of a person who has never been validly appointed as a director and cannot be appointed by any mechanism available to the company; the provision requires a 'contravention' of the constitution, which is not established where the actor's original appointment simply expired and no subsequent appointment was ever made or attempted. A defect clause in articles of association cures defects in the appointment of directors but does not cure the natural expiry of a director's term of office. The default re-election provision (deeming a retiring director re-elected in the absence of a resolution) only operates where the director has actually retired at the annual general meeting as required by the articles.
The full text is available to signed-in members, including the 10 later cases that cite this judgment.
2 of the 10 citing cases carry a classified treatment. How each court treated it is available to signed-in members.