Collins v Zernike Australia Pty Ltd

In the case of Collins v Zernike Australia Pty Ltd, the plaintiffs sought declarations that Mark Peter Collins was appointed a director of Zernike Australia Pty Ltd on 9 May 2005, notwithstanding any failure to obtain a signed consent to act as a director, and that resolutions 1, 2, 3, 4 and 5 at a meeting of directors on 15 December 2005 were passed. The key issues for the court to decide were whether a written consent was necessary for Collins' appointment to be valid and, if not, the date on which Collins' appointment took effect.

The court found that the requirement of a signed consent under s 201D(1) of the Corporations Act 2001 does not render the appointment of a director invalid if not complied with. The court held that Collins' appointment was valid upon his consent to act as a director, which occurred at the meeting on 31 March 2005. The court further found that Collins' appointment as a director was effective as of 15 December 2005, when he signed the consent to act as a director.

The court concluded that Collins was entitled to vote at the meeting on 15 December 2005 and that the resolutions were passed at that meeting. The court granted the declarations sought by the plaintiffs and found that Zernike Australia Pty Ltd had wrongly disregarded Collins' vote and declared that the motions were lost.