Removal of directors

A co-operative’s rules determine how directors may leave or be removed from office, although a co-operative can remove a director by an ordinary resolution despite anything in the rules or any agreements in place with the director. Additionally, the law states that directors are removed from their position if:

  • they are disqualified under Co-operatives National Law, the Corporations Act or another co-operatives law
  • they are absent from three consecutive ordinary meetings without leave
  • they resign by written notice to the co-operative
  • they cease to hold the qualification which made them qualified to be a director
  • they are the auditor of the co-operative, or a business partner, employee or employer of the auditor
  • an administrator is appointed.

If a resolution is proposed for the co-operative to remove a director, the co-operative must give special notice of the resolution and 21 days notice of the meeting.

Disqualification under the Corporations Act may occur if the director has been an officer of at least two entities that failed and the management of the entities was wholly or partly responsible for the entities failing.

Disqualification under Co-operatives National Law may occur if the director has at least twice been an officer of a co-operative that has contravened co-operatives legislation while they were an officer and the officer has failed to take reasonable steps to prevent the contravention.

The Registrar must be advised within 28 days of the cessation of appointment of a director, secretary or CEO. Information required includes the name of the co-operative, the name and position of the person providing notice, and details of the person ceasing to hold office, including full name, date and place of birth, the office held and the date appointment ceased.