The first thing to do when calling a meeting of directors is to make sure you understand the process required. This process will be set out in your company’s rules: either your constitution or the Replaceable Rules contained in the Corporations Act.
 

It is also sensible to consult any other binding documents, including binding shareholder agreements to ensure any meeting is carried out lawfully.
 

Usually any director of a company can call a meeting of directors simply by notifying every other director. The constitution or Replaceable Rules will spell out the notice period that must be given to directors before such a meeting can be held.
 

A quorum of directors will need to be present before the meeting can be considered legitimate. The exact number required for a quorum will, again, be spelt out in the company’s official rules and binding documents.
 

The constitution or replaceable rules will also spell out the means by which a meeting can be attended ie via phone, video linkup etc.
 

Minutes must be taken at all directors’ meetings. The chairman must sign the minutes and they should be inserted into the Company Register.
 

The company’s rules/constitution may also allow directors to pass a resolution without meeting. This can be done by circulating a document or copy of a document to each director. Each director must sign the document and the resolution will be passed on the date that the last director signs.
 

For more information and guidance about how to hold directors’ meetings, we suggest you consult Chapter 2G, Part 2G.1 of the Corporations Act