Do directors need notice of proposed director/Board resolutions?

The short answer is, no.

The Corporations Act 2001 (Cth) does not require directors to be given prior notice of any matters to be discussed at a directors/Board meeting, or any resolutions to be put to the directors/Board at the meeting.

Your Company’s Constitution may include specific provisions that require advanced notice of what will be considered in a directors/board meeting, and/or any resolutions that will be put to the directors to vote on in the meeting. However, this is not very common.

If there is nothing in your Company’s Constitution about advanced notice of director/Board resolutions, then the directors/Board are free to determine among themselves what notice (if any) is required of matters to be discussed and/or voted on in a directors/Board meeting.

If there is nothing in your Company’s Constitution, and the directors have not otherwise resolved what notice will be required, then any director can raise any issue and propose any resolution at a duly convened directors/Board meeting.

That said, if the directors who are present at the directors/Board meeting do not feel they have been given enough time to consider and then form a view on the issues, they can simply vote no.

For help with your company governance, call us on 1300 654 590.

How much notice do you need to give to call a directors/Board meeting?

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