Corporations Act 2001

A public company may by resolution remove a director from office despite anything in:

the company’s constitution (if any); or

an agreement between the company and the director; or

an agreement between any or all members of the company and the director.

See sections 249C to 249G for the rules on who may call meetings, sections 249H to 249M on how to call meetings and sections 249N to 249Q for rules on members’ resolutions.

Notice of intention to move the resolution must be given to the company at least 2 months before the meeting is to be held. However, if the company 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 2 months after the notice of intention is given.

Short notice of the meeting cannot be given for this resolution (see subsection 249H(3)).

The company must give the director a copy of the notice as soon as practicable after it is received.

The director is entitled to put their case to members by:

giving the company a written statement for circulation to members (see subsections (5) and (6)); and

speaking to the motion at the meeting (whether or not the director is a member of the company).

The written statement is to be circulated by the company to members by:

sending a copy to everyone to whom notice of the meeting is sent if there is time to do so; or

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.

The director’s statement does not have to be circulated to members if it is more than 1,000 words long or defamatory.

If a person is appointed to replace a director removed under this section, the time at which:

the replacement director; or

any other director;

An offence based on subsection (3) or (5) is an offence of strict liability.

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