Directors' Meetings:

The powers of management of the company are invariably vested in the board of directors of the company. The directors exercise that power by passing resolutions at duly convened directors' meetings. The directors have discretion to conduct the business of the board in such order as the directors think fit. Directors' meetings are governed by corporations law, the company's constitution (or the replaceable rules) and its existing practices. A Commercial Lawyer will be capable of providing thorough advice in this regard.

Any director may convene a directors' meeting by giving each director reasonable notice this rule is contained in the replaceable rules- written notice is not required. The meeting is not properly convened unless notice has been given to all directors entitled to receive it. The right to receive notice cannot be waived by the director entitled to receive it. However, if all the directors meet without notice they may expressly or by acquiescence waive the requirement for notice. The fact that a director is overseas is not a sufficient excuse for not giving that director notice of a meeting. Consultation with an experienced Commercial Lawyer can assist you in ensuring any meeting is conducted in compliance with the requirements stipulated by law and company documents.

Director’s meetings can be conducted with the degree of formality or informality as decided by the members present. Issues determined at meetings include the appointment, retirement and remuneration of directors. In addition, directors can make decisions regarding delegation of power. The ability to confer power upon a managing director (or equivalent) is invariably contained in the company's constitution. The delegation of power to executive directors must derive from certain decision-making processes of the board of directors. These processes are then affected through the medium of directors' meetings. Obviously a meeting of the minds of all persons capable of participating in the resolution is required for passing of a resolution. Legal advice from a Commercial Lawyer may be required in order fully understand these procedures.

In the course of directors’ meetings certain elements are required to take place. This includes for somebody to act as chairman, for order to be called, for a resolution to be made, seconded, debated and voted upon. The common element that is essential for the meeting to result in an agreement in some decision in the management of the business of the company. If this is reached then the event is to be recorded in a minute which accurately states what they concurred in as their decision. The minutes may more formally express an account of resolution with a degree of formality and solemnity which far exceeds the reality of the situation.

Although directors other than the first directors will usually be appointed by the general meeting, the constitution may provide for appointment by a majority shareholder. A shareholder is not precluded from exercising their power of appointment because they have a personal interest that conflicts with the interests of the company. It may be beneficial to retain a Commercial Solicitor who may be able to consider your factual matrix and advice you of all appropriate issues and considerations in directors’ meetings.

If you need further legal advice on your directors’ meeting matter, you may book an appointment with us by telephone on (02) 9233 4048 or by email to info@navado.com.au. 

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