180Removal from office by resolution (cf Corporations Act s 203D)

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.

(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.

(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.

Division 2 Disqualification from managing co-operatives