180Removal from office by resolution

#### 180 Removal from office by resolution 180 Removal from office by resolution (cf Corporations Act s 203D) > > (1) A co-operative may by ordinary resolution remove a director from office despite anything in— > > > > > (a) the rules of the co-operative; or > > > > > (b) an agreement between the co-operative and the director; or > > > > > (c) an agreement between any or all members of the co-operative and the director. > > > (2) Notice of intention to move the resolution must be given to the co-operative at least 2 months before the meeting is to be held. However, subject to subsection (3), if the co-operative calls a meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given. > > > (3) At least 21 days notice must be given of a meeting of the members of the co-operative at which a resolution will be moved— > > > > > (a) to remove a director from office; or > > > > > (b) to appoint a director in place of a director removed from office. > > > (4) The co-operative must give the director a copy of the notice as soon as practicable after it is received. > > > > Maximum penalty—$500. > > > (5) The director is entitled to put his or her case to members by— > > > > > (a) giving the co-operative a written statement for circulation to members (see subsections (6) and (7)); and > > > > > (b) speaking to the motion at the meeting. > > > (6) The written statement is to be circulated by the co-operative to members by— > > > > > (a) sending a copy to everyone to whom notice of the meeting is sent if there is time to do so; or > > > > > (b) if there is not time to comply with paragraph (a)—having the statement distributed to members attending the meeting and read out at the meeting before the resolution is voted on. > > > > The co-operative contravenes this subsection if it does not comply with this subsection. > > > > Maximum penalty—$500. > > > (7) The director’s statement does not have to be circulated to members if it is more than 1,000 words long or defamatory. > > > (8) If a person is appointed to replace a director removed under this section, the time at which— > > > > > (a) the replacement director; or > > > > > (b) any other director; > > > > is to retire is to be worked out as if the replacement director had become director on the day on which the replaced director was last appointed a director. > > > (9) An offence based on subsection (4) or (6) is an offence of strict liability.