This document is a resolution of a board or general meeting to fill a casual vacancy.

Directors and officers

A director is a person who is appointed to the position of director. This can include the following:

• appointed directors;
• governing directors;
• nominee directors;
• alternate directors;
• associate directors;
• de facto directors and shadow directors; and
• executive, non-executive and independent directors, including managing directors and chairmen.

Generally, the process for appointing directors is governed by the company's constitution. The constitution may give the general meeting power to appoint directors, and may also confer power on the directors to fill casual vacancies and appoint additional directors. A public company must have at least three directors (not counting alternates). A proprietary company must have at least one director.

Casual vacancies

If a director retires, resigns, is removed or disqualified, the board of directors can resolve to appoint another director to the board to fill the vacancy that has opened up. This is at the board’s absolute discretion if they feel another director is required to be appointed. The Australian Securities and Investments Commission must be notified of the appointment within 28 days.

A minute of the appointment is to be kept and recorded in the minute book of the company, see section 251A(1) of the Corporations Act 2001 (Cth) (Act).

Practitioners should note the replaceable rule in section 201H of the Act and that the annual general meeting provisions do not apply to proprietary companies.

Related document

Notice to director of his or her disqualification or vacation of office

This document has been updated for LexisNexis by Jane Garber-Rosenzweig, Partner, Gable Lawyer. Previous versions of this were authored by Kate Mills, Peter Richard, Robert D Jeremy, Robert M A Mangioni, Kathleen H Clothier and Amanda Beattie.

This document is prepared with the assistance of Specialist Editors Karen Lee and Geoff Geha.