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

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

From: <craig.ng§maddocks.com.au>
Date: Tue, 9 Jul 2002 9:44:53 +1000
auDA is a public company limited by guarantee, and falls within the definition
of 'public company' under the Corporations Act 2001.  A public company need
not be *listed* to fall within the definition of 'public company', except in
some limited circumstances.


Craig Ng
Partner
Maddocks

t  +613 9288 0523
f  +613 9288 0666
e  craig.ng&#167;maddocks.com.au

>>> "auda&#167;todd.inoz.com" 8/07/02 10:50:26 pm >>>
>"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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Craig Ng

Maddocks
Tel: (03) 92880555   International: +61 3 92880555
Fax: (03) 92880666   International: +61 3 92880666
Web: http://www.maddocks.com.au
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Received on Fri Oct 03 2003 - 00:00:00 UTC

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