Re: [DNS] Can auDA Directors remove a Director?

Re: [DNS] Can auDA Directors remove a Director?

From: Adam Todd <auda§todd.inoz.com>
Date: Mon, 08 Jul 2002 22:36:56 +1000
> > >The part of the corporations law you referred to above enables members to
> > >remove directors.  It says nothing about enabling directors to remove 
> other directors.
> >
> > Oh I'm sorry.
> >
> > I did NOT realise that the DIRECTORS of auDA were NOT MEMBERS of auDA.
>
>My take on the above sentence is 'directors are also members; ergo they
>can vote to remove a director; and Mark is an idiot for not realizing this'.

Yeah I know that, but I give as good as I get. If people treat me with 
respect and honesty they get the same back.  (Thinks about film being 
released this month - ouch, all those poor idiots that aren't actors.)

>The *very next* section of the Act you quote states:
>
>"CORPORATIONS ACT 2001 SECT 203E
>203E Director cannot be removed by other directors--public companies
>A resolution, request or notice of any or all of the directors of a public 
>company is void to the extent that it purports to:

However, if I recall correctly, this section refers to a PUBLIC LISTED 
company, not a LIMITED company.

To be technically correct, a Non-Profit (or not-for-profit whatever) 
Limited company is NOT a public company.  A Public company is defined in 
the Act (last time I looked some 12+ months re TIO case) as a company 
listed on the Stock Exchange with Shares being sold in public.

It did NOT include Limited UNLISTED companies.  So it's just an example of 
rather badly constructed legislation yet again with a loop hole in it.

At any rate, lets go with your point above.  Why then are the Directors who 
are concerned (are there any?) about this recursive bad practise of self 
indulgence not asking a NON Director Member to raise the point formally?

Or is the reality the fact that Non Director Members and Directors all have 
a financial gain to be made form the current board structure?  In which 
case, there is clearly a Trade Practices and Corporations law breach here 
that needs to be drawn to the attention of the ACCC and ASIC.

One might almost use the phrase "insider trading" but it's not a publicly 
listed company that makes a profit to return to shareholders. It's just a 
Limited company that allows it's Directors to make a profit externally.






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Received on Fri Oct 03 2003 - 00:00:00 UTC

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