Stop being a director
A person will stop being a director if:
- their term of appointment ends
- they’re disqualified from managing a corporation
- they pass away
- they resign in writing to the corporation
- members or other directors remove them from being a director.
Disqualification
Learn more about disqualification and view the register of disqualified officers.
For a corporation that is also registered as a charity, if a director is suspended or is removed as a responsible person under the Australian Charities and Not-for-Profits Commission Act 2012, they stop being a director.
Stopping the appointment of an alternate director
An alternate director will stop being a director in any of the circumstances listed above, or if the appointing director terminates their appointment in writing.
If a corporation removes the appointing director, this does not remove the alternate director – they remain unless you remove them too.
Giving notice of resignation
The requirement for a director's notice of resignation to be in writing is a replaceable rule under the CATSI Act. This means a corporation can change how a person gives notice of their resignation. If the rule book doesn't say how notice must be given, the wording of the replaceable rule in the CATSI Act applies.
Some corporations add an extra requirement in their rule book for notice of resignation to be given at least 14 days before their end date.
Can all directors stop at the same time?
Your corporation must always have at least one director. If a director is the only director remaining, their term of appointment doesn't end. They cannot resign, nor can the corporation remove them.
The CATSI Act provides a safeguard to ensure a corporation has a board until members come together in a general meeting to appoint a new board. The law says if the terms of all directors expire so that there are no directors appointed at a particular time, the terms are extended until the next general meeting occurring after the expiry of the term of the director whose appointment was last to expire.
Obligations to notify ORIC
A corporation must notify ORIC within 28 days when a person stops being a director. See Keeping director information updated