IMO Section 249D of the Corporations Act is the section under...

IMO

Section 249D of the Corporations Act is the section under which shareholders totalling at least 5% of the register can request the directors to hold a meeting. The request needs to be in writing, state any resolution to be proposed at the meeting, be signed by the members making the request and given to the company. If these requirements are satisfied, the directors must call the meeting.

Clause 13.5 of our constitution is the provision which concerns removal of directors. It is in terms similar to section 203D of the Corporations Act. Both provide that the company may by resolution remove a director from office. Note that this is an ordinary resolution of shareholders (meaning simple majority i.e. 50%).

Section 203D prescribes the following steps:

- Shareholders must give the company at least 2 month's notice before the meeting to move the resolution to remove the director;
- The director must be given notice of the resolution as soon as practicable;
- The director must be given the opportunity to address the resolution at the meeting and they may issue a statement before the meeting to be circulated to shareholders;
- The company must issue notice of the meeting to shareholders. For listed entities, this must be a minimum of 28 days before the meeting.

If the directors only hold circa 25%, maybe the remaining 75% have had enough of the current state of play and would vote to remove the directors. Maybe greater than 5% among us are willing to give notice to call a meeting, propose the removal resolution and install a board that will look after shareholders.

All IMO