Directors

Duties as an officer

A director is an officer of the corporation. That means they’re someone who:

• is involved in making decisions that affect the business of the corporation
• can greatly affect the corporation’s financial standing.

As officers, directors have some important legal duties.

Director ID

A director identification number (director ID) is a 15-digit number that identifies directors. 

You need a director ID if you're a director of a registered Australian body, including Aboriginal and Torres Strait Islander corporations.

Learn more about director ID.

Director’s rights

Directors have the right to:

• get outside professional advice if needed to make an informed decision
• ask questions of managers and staff through the chair at directors' meetings about how the corporation is going
• take an active part in directors' meetings.

Directors have a common law right to inspect documents of the corporation. They can do this if needed to assess the corporation’s performance. 

Power to delegate

Unless the corporation’s rule book says otherwise, directors can make a resolution to delegate any of their powers to:

• a committee of directors
• a director
• an employee of the corporation
• any other person.

For example, the board can hire and delegate the running of the corporation to a chief executive officer.

The delegate must follow the directions of the directors.

Keeping director information up to date

There are rules around:

• keeping director information up to date 
• how long directors have to notify the corporation about changes.

Find out more about keeping information up to date.

Eligibility

To be eligible to be a director, a person must be: 

• a member of the corporation
• at least 18 years old.

A person may not be eligible if they:

• have certain criminal convictions related to fraud or dishonesty
• are bankrupt
• were disqualified from managing corporations under any Act.

Your rule book may also have some rules around directors:

• living in a certain area
• having certain knowledge, connections or qualifications.

The corporation members usually appoint the board. Your rule book will state how this is done.

Anyone who becomes a director or is reappointed as one needs a director ID.

Disqualification

The Registrar may disqualify someone from the board if they are convicted of offences involving dishonesty, fraud, or other serious breaches of corporate duty. 

Disqualified people are not allowed to hold board positions. 

Learn more about disqualification and view the register of disqualified officers.

Appointment and reappointment

Directors can fill casual director vacancies or appoint a new director to make up a quorum.

The new director’s appointment must be confirmed by resolution at the next general meeting. If it’s not, they stop being a director.

Directors need to agree ('consent') in writing to becoming a director.

Effect of invalid appointments

To ensure a director's appointment is valid:

• the person must be eligible to be appointed as a director at the time of their appointment
• the appointment must follow the procedures outlined in the CATSI Act and the corporation’s rule book.

An invalid appointment can result in:

• immediate removal
• reversed or invalid decisions
• compliance issues
• legal penalties.

You may need to:

• report the invalid appointment and explain how you’ll rectify it
• appoint a new eligible director.

Removal and resignation

A director can resign by writing to the corporation with 14 days notice of their end date.

A person will stop being a director if:

• their appointment ends
• members or other directors remove them from being a director
• they’re disqualified from managing a corporation
• the person dies.

Send us the director’s personal details within 28 days after they stop being a director. 

Use our notification of a change to corporation officers’ details form.

Alternate directors

Directors can appoint another person in their place with the rest of the board’s approval.

The alternate director might exercise some or all of the director’s powers for a certain time.

A director might do this, for example, if they’re sick for a long time or on holidays.

To appoint or end an alternate director’s position, a director must put it in writing to the corporation’s contact person.

Independent directors

An independent director is a director who is not a member of the corporation.

You might appoint an independent director for their special skills or knowledge. They can boost the abilities of the board in certain areas.

Learn more about independent directors.

Remuneration and expenses

Corporations come in all shapes and sizes. The rule book will state how directors are paid, if they are.

Most directors are volunteers or do duties without payment. 

A corporation may have approved a yearly payment or a payment for each meeting.

Corporations may also reimburse out-of-pocket expenses for coming to meetings or carrying out corporation business.