Document ID: chunk:federal_register_of_legislation:C2004C01070:clause:3_109
Version: federal_register_of_legislation:C2004C01070
Segment Type: clause
Provision Reference: sch 3 cl 109
Character Range: 557196–558465

109  Section 9 (definition of director)
Repeal the definition, substitute:

director of a company or other body means:
 (a)  a person who:
 (i) is appointed to the position of a director; or
 (ii) is appointed to the position of an alternate director and is acting in that capacity;
  regardless of the name that is given to their position; and
 (b) unless the contrary intention appears, a person who is not validly appointed as a director if:
 (i) they act in the position of a director; or
 (ii) the directors of the company or body are accustomed to act in accordance with the person's instructions or wishes.
Subparagraph (b)(ii) does not apply merely because the directors act on advice given by the person in the proper performance of functions attaching to the person's professional capacity, or the person's business relationship with the directors or the company or body.

Note: Paragraph (b)—Contrary intention—Examples of provisions for which a person referred to in paragraph (b) would not be included in the term "director" are:

                  * section 249C (power to call meetings of a company's members)

                  * subsection 251A(3) (signing minutes of meetings)

                  * section 205B (notice to ASIC of change of address).