Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
201J Appointment of managing directors (replaceable rule — see section 135)
The directors of a company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see fit.
201K Alternate directors (replaceable rule — see section 135)
(1) With the other directors’ approval, a director may appoint an alternate to exercise some or all of the director’s powers for a specified period.
(2) If the appointing director requests the company to give the alternate notice of directors’ meetings, the company must do so.
(3) When an alternate exercises the director’s powers, the exercise of the powers is just as effective as if the powers were exercised by the director.
(4) The appointing director may terminate the alternate’s appointment at any time.
(5) An appointment or its termination must be in writing. A copy must be given to the company.
Note: ASIC must be given notice of the appointment and termination of appointment of an alternate (see subsections 205B(2) and (5)).
201L Signpost — ASIC to be notified of appointment
Under section 205B, a company must notify ASIC within 28 days if a person is appointed as a director or as an alternate director.
201M Effectiveness of acts by directors
(1) An act done by a director is effective even if their appointment, or the continuance of their appointment, is invalid because the company or director did not comply with the company’s constitution (if any) or any provision of this Act.
(2) Subsection (1) does not deal with the question whether an effective act by a director:
(a) binds the company in its dealings with other people; or
(b) makes the company liable to another person.
Note: The kinds of acts that this section validates are those that are only legally effective if the person doing them is a director (for example, calling a meeting of the company’s members or signing a document to be lodged with ASIC or minutes of a meeting). Sections 128‑130 contain rules about the assumptions people are entitled to make when dealing with a company and its officers.
Subdivision B — Limits on numbers of directors of public companies
201N Application of Subdivision
(1) This Subdivision applies in relation to a public company if its constitution allows its directors to set a limit (a board limit) whose effect is to restrict the number of directors of the company to a number less than the maximum number of directors specified in the constitution.
Note: This Subdivision applies however the constitution or board limit is expressed.
(2) If a company’s constitution provides that the maximum number of directors is either a specified number or another number determined by the directors:
(a) any number determined by the directors that is lower than the specified number is a board limit; and
(b) any lowering by the directors of that lower number is also a board limit.
(3) Subsection (2) does not limit, and is not limited by, subsection (1).
201P Directors must not set board limit unless proposed limit has been approved by general meeting
(1) The directors must not set a board limit unless:
(a) a resolution (a board limit resolution) approving the proposal to set the limit specified in the resolution has been passed by a general meeting of the company; and
(b) the notice of the meeting set out an intention to propose the board limit resolution and stated the resolution; and
(c) the notice was accompanied by a statement explaining the resolution and meeting the requirements in section 201Q.
Note: 1: Subsection 249L(3) requires information in the notice of meeting to be presented clearly, concisely and effectively.
Note: 2: Section 201U specifies the consequences of a contravention of subsection (1) of this section. Also, section 1324 provides for injunctions to enforce subsection (1) of this section.
(2) A board limit resolution has effect until immediately before the start of the first AGM of the company after the general meeting by which the resolution was passed.
(3) A board limit resolution does not prevent the appointment of a person as a director of the company by the other directors of the company between general meetings of the company.
(4) However, if a person is appointed by the other directors as a director of the company while a board limit resolution has effect, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.
(5) Subsections (1), (2) and (4) have effect despite the company’s constitution.
Note: Although subsection (4) is like subsection 201H(3) in many ways, it is not a replaceable rule like subsection 201H(3).
201Q Requirements for explanatory statement to members
The statement accompanying the notice of a general meeting stating an intention to propose the board limit resolution must be in writing and set out clearly, concisely and effectively:
(a) the directors’ reasons for proposing the board limit resolution; and
(b) all other information that:
(i) is reasonably required by members in order to decide whether or not it is in the company’s interests to pass the proposed board limit resolution; and
(ii) is known to the company or to any of its directors.
Note: Section 1309 creates offences where false and misleading material relating to a corporation’s affairs is made available or furnished to members.
201R Records of voting on board limit resolution if poll demanded
(1) This section applies if a poll is duly demanded on the question that the board limit resolution be passed.
(2) For each member of the company who votes on the poll in person, the company must record in writing:
(a) the member’s name; and
(b) СКАЧАТЬ