Commonwealth Consolidated Acts Commonwealth Consolidated Acts(1) This section applies if there would be fewer than 3 directors of the company immediately after the spill meeting apart from this section.
Note: Subsection 201A(2) requires the company to have at least 3 directors.
(2) Enough directors to ensure that the company has 3 directors immediately after the spill meeting are taken to have been appointed, by resolution passed at the spill meeting, from the persons who:
(a) gave the company signed consents to act as directors of the company in anticipation of being appointed by such a resolution; and
(b) were not appointed as directors by such a resolution apart from this section.
Note: The number of directors taken under subsection (2) to have been appointed is the difference between 3 and the number of directors holding office immediately after the spill meeting apart from this section.
(3) The persons taken to have been appointed are those with the highest percentages of votes favouring their appointment cast at the spill meeting on the resolution for their appointment (even if less than half the votes cast on the resolution were in favour of their appointment).
Example: Suppose that, under subsection (2), 2 directors are taken to have been appointed, and the percentages of votes favouring appointment were 50% for Jean, 40% for Karl and 30% for Lionel. Jean and Karl would both be taken to have been appointed directors, but Lionel would not.
(4) For the purposes of this section, if 2 or more persons have the same percentage of votes favouring their appointment, the one of those persons chosen by the director or directors who hold office apart from this subsection is taken to have a higher percentage than the rest of those persons.
Note: A director who holds office apart from subsection (4) could make a series of choices if 3 or more persons all have the same percentage of votes favouring their appointment and it is necessary to work out which 2 of those persons are taken to be appointed as directors.
(5) If a person is taken to have been appointed because of a choice under subsection (4), the company must confirm the appointment by resolution at the company's next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.
(6) This section has effect despite anything else in this Act
and the company's constitution.