(C) OFFICERS AND EMPLOYEES
(C.1) Director interested in contracts.
- If a director of the company has a material personal interest in a matter that relates to the affairs of the company and:
(a) under section 191 the director discloses the nature and extent of the interests and its relation to the affairs of the company at a meeting of the directors; or
(b) the interest is one that does not need to be disclosed under section 191; then
(c) the director may vote on matters that relate to the interest; and
(d) any transaction that relate to the interest may proceed; and
(e) the director may retain benefits under the transaction even though the director has the interest; and
(f) the company cannot avoid the transaction merely because of the existence of the interest.
(C.2) Powers of directors
- The business of the company is to be managed by or under the direction of the directors. The directors may exercise all the powers of the company except any powers that this Law or the company's constitution (if any) requires the company to exercise in a general meeting.
(C.3) Executing negotiable instruments
- Any two directors of the company may sign, draw, accept, endorse or otherwise execute a negotiable instrument. The directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.
(C.4) Managing director
- The directors of the company may confer on a managing director any of the powers that the directors can exercise. The directors may revoke or vary a conferral of powers on the managing director.
(C.5) Company may appoint a Director
- The company may appoint a person as a director by resolution passed in general meeting
(C.6) Directors may appoint other directors
- The directors of the company may appoint a person as a director. A director can be appointed as a director in order to make up a quorum for a directors' meeting even if the total number of directors of the company is not enough to make up that quorum. The appointment must be confirmed by resolution within 2 month after the appointment by a proprietary company, and at the next AGM for public company.
(C.7) Appointment of managing directors
- The directors of the 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.
(C.8) Alternate directors
- 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. The appointment and terms of appointment must be notified to ASIC.
(C.9) Remuneration of directors
- The directors of the company are to be paid the remuneration that the company determines by resolution. The company may also pay the directors' travelling and other expenses that they incur in attending meetings and in conjunction with the company's business.
(C.10) Director may resign by giving written notice to company
- A director of the company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.
(C.12) Termination of appointment of managing director
- A person ceases to be managing director if they cease to be a director. The directors may revoke or vary an appointment of a managing director.
(C.13) Terms of office determined by directors
- A secretary holds office on the terms and conditions (including the remuneration) that the directors determine
