Corporations Act S248B: How To Call Directors’ Meetings

Board decisions can’t wait for endless email chains. When something important comes up in your company, you need a clear, lawful way to get directors together and make a decision quickly.

That’s where section 248B of the Corporations Act 2001 (Cth) comes in. If your company uses the replaceable rules (or your constitution mirrors them), s248B sets the ground rules for calling directors’ meetings - who can call them, how much notice is needed, and what “good notice” looks like.

In this guide, we’ll explain what s248B does in plain English, when to use it, and how to run a compliant process from notice through to minutes. We’ll also cover practical alternatives such as circulating resolutions, and how your Company Constitution and Shareholders Agreement interact with the replaceable rules so you can tailor things to your business.

What Is Section 248B Of The Corporations Act?

Section 248B is part of the “replaceable rules” - default company rules in the Corporations Act that govern how proprietary companies are run if they haven’t adopted their own constitution (or if their constitution relies on those rules).

In short, s248B sets out how directors’ meetings can be called. The core ideas are simple:

• Any director can call a meeting of directors.
• The company secretary must call one if a director asks them to.
• Each director must be given reasonable notice of the meeting.

Why does this matter? Because board decisions that don’t follow proper process can be challenged, delayed, or need to be ratified later. A clean process under s248B helps protect decisions so the company can move forward with confidence.

Two quick points to keep in mind:

• Replaceable rules apply automatically unless you have a constitution that modifies or displaces them. If you do have a constitution, check it first - it may change the notice period, the method of calling meetings, or who can convene them.
• “Reasonable notice” depends on context. What’s reasonable for a routine update may not be reasonable for an urgent funding decision. The best practice is to set clear expectations in your company’s governance documents so there’s less room for debate.

When Should You Use s248B To Call A Directors’ Meeting?

Use s248B whenever the board needs to meet and your constitution doesn’t prescribe a different process. Typical triggers include:

• Approving a material contract, loan or capital expenditure.
• Appointing or removing a CEO or key executive.
• Issuing shares or approving an investment round.
• Responding to a major risk, dispute or regulatory issue.
• Declaring dividends, adopting budgets, or signing off on strategy.

In fast-moving situations, directors sometimes prefer a paper (or electronic) resolution without a meeting. That’s covered by s248A (see below). But if you need discussion, debate, and a clear record of attendance and votes, a properly called meeting under s248B is often the better path.

How Do You Call A Directors’ Meeting Under s248B?

Here’s a practical, step-by-step process you can follow, whether you’re a sole director bringing in your first co-director or a growing board running regular meetings.

1) Check Your Governance Documents First

Confirm whether your company is using the replaceable rules or has a constitution. Your constitution may specify who can call meetings, the minimum notice period, and how notice must be given (for example, email versus written letter). If you need to modernise your governance, consider adopting or updating a fit-for-purpose Company Constitution so the rules match how your business actually operates.

2) Identify Who’s Calling The Meeting

Under s248B, any director can call the meeting. Alternatively, the company secretary must call one if a director requests it. Make sure the person initiating the meeting is clearly recorded (this helps with your minutes and audit trail).

3) Give “Reasonable Notice” To Each Director

Send meeting notices to every director individually. Unless your constitution says otherwise, “reasonable notice” is the test - enough time for a director to practically attend or dial in after considering travel, time zones and the urgency of the matter.

Include at least:

• Date, start time and expected duration.
• Location and dial-in/video details (if using technology).
• Agenda items and any papers or draft resolutions.
• Any known conflicts to be declared.

For deadline-sensitive decisions, explain why the notice period is short. It helps demonstrate that the time provided was still reasonable in the circumstances. If timing is tight, also consider whether technology-assisted attendance (see below) could help maximise participation.

Tip: If your constitution measures notice periods in business days, it’s handy to have clarity on what counts as a Business Day to avoid disputes about timing.

4) Use Technology Confidently (If Needed)

The Act supports meetings held using technology, provided all directors can hear and be heard (and, ideally, see each other). Video conferencing is common practice and typically valid if your constitution permits it or adopts the replaceable rules that contemplate technology.

5) Confirm Quorum And Chair

Before the meeting starts, confirm that a quorum is present (the minimum number of directors required to transact business). If you rely on the replaceable rules, the quorum is usually two directors unless the company only has one director. The chair runs the meeting and has procedural discretion subject to the constitution.

6) Manage Conflicts Upfront

If a director has a material personal interest in a matter, they should declare it early. Whether they can vote or be counted in quorum may depend on your constitution and directors’ duties. Good practice is to step out for the item unless the constitution or the Act clearly allows participation.

7) Record Minutes And Resolutions Properly

After the meeting, ensure the company keeps accurate minutes and records of resolutions. Consider using a consistent board pack format and a standing template for minutes or resolutions. Many companies maintain a standing Directors Resolution Template to streamline drafting and keep the record-keeping consistent from meeting to meeting.

8) Follow Through On Execution

If the board approves documents, make sure execution is done correctly so counterparties can rely on it. In many cases, companies execute under section 127 (for example, two directors signing, or a sole director and sole secretary). For clarity on mechanics, see our guide on signing documents under section 127 and how it interacts with s126 authority for agents and officers (covered in section 126).

Can You Skip The Meeting With A Circulating Resolution (s248A)?

Yes - for proprietary companies, s248A allows directors to pass a resolution without physically meeting, provided the resolution is approved in writing by all directors entitled to vote on it.

Circulating resolutions are great when the matter is straightforward and uncontested, for example:

• Approving a standard form contract or policy update.
• Ratifying a previous decision or small expenditure.
• Administrative approvals (opening a bank account, appointing an auditor, etc.).

However, they’re not ideal if:

• Directors need to debate, ask questions, or hear management’s presentation.
• There’s a potential conflict of interest to work through.
• The decision is time-critical and you can’t get unanimous written consents quickly.

As a practical tip, use circulating resolutions for “vanilla” decisions and s248B meetings for higher-stakes or complex topics that benefit from a live discussion and a clear record of deliberation. Also make sure your constitution allows electronic signatures or approvals, or that you’re comfortable with execution methods such as electronic or wet ink signatures depending on your governance preferences and the technology in use.

Practical Rules That Sit Around s248B: Notice, Tech, Quorum, Minutes And Conflicts

While s248B is about calling the meeting, a few surrounding rules and good practices make the process robust and defensible:

Reasonable Notice

Unless your constitution sets a fixed number of days, notice must be reasonable. Consider the director’s location, complexity of papers, urgency, and whether the topic was foreshadowed. For recurring meetings, a yearly calendar can help set expectations and avoid disputes.

Use Of Technology

Most modern constitutions allow directors to attend via phone or video. Ensure all participants can hear and be heard at a minimum. Circulate dial-in details early and test technology for critical meetings.

Quorum

Confirm quorum at the start. If a director must abstain for conflicts, check whether you still have a quorum for that item. If not, you may need to adjourn or switch to a circulating resolution later (if appropriate and eligible directors can all sign).

Minutes And Records

Keep clear minutes: who attended, who chaired, declarations of interest, resolutions passed, and any authorisations (e.g., who may sign on behalf of the company). Proper record-keeping is your best friend if questions arise later about what was decided and why. If the board authorises an officer to sign, align that authority with legal signing requirements and internal delegations.

Conflicts Of Interest

Directors must disclose material personal interests and comply with the constitution on whether they can vote. Even if voting is technically allowed, stepping out for that item often reduces perceived risk and protects the integrity of the decision.

Follow-On Shareholder Actions

Some decisions (like certain share issues or major transactions) may require shareholder approval. If you need members to vote, plan the timeline for a general meeting or consider whether an Extraordinary General Meeting is appropriate.

How Your Constitution And Shareholders Agreement Fit In

Most startups begin on the replaceable rules. As your business grows, it’s wise to put in place a tailored constitution and shareholders agreement so your governance keeps up with your goals.

Here’s how those documents work alongside s248B:

• Company Constitution: This can tweak or replace the default rules on calling meetings, notice periods, quorum, chair powers, and technology. If you want faster notice for urgent matters or clearer remote attendance rules, you can build this in. If you’re still on the default rules, you can adopt a constitution at any time by shareholder resolution.
• Shareholders Agreement: This private contract between owners governs decision-making at both board and shareholder levels. It can set veto rights, reserved matters (board or shareholder), and information rights. If you’re bringing on investors, a carefully drafted Shareholders Agreement helps align expectations and reduces disputes about who decides what, and how quickly.

Together, these documents create a clear framework for decision-making. They complement s248B by clarifying process, timelines and roles - so you spend less time on procedure and more time on outcomes.

What If You Have A Sole Director?

For single-director companies, formal “meetings” often aren’t necessary. You’ll typically document decisions as written resolutions by the sole director. Even so, keep your records tidy and consistent. Using a standing resolution template (and keeping good filing practices) will save headaches at tax time, in due diligence, or when you onboard your first additional director.

How Do Director Duties Fit In?

Meeting mechanics sit alongside directors’ duties - like acting in good faith in the best interests of the company, using care and diligence, and managing conflicts. Good process helps demonstrate those duties were met. The business judgment rule in the Act (often discussed with section 180(2)) is easier to rely on when you have clear agendas, appropriate papers, considered discussion, and accurate minutes.

Common Mistakes To Avoid

When you’re busy, it’s easy to cut corners. These are the slip-ups we see most often - and how to avoid them:

• Vague or last-minute notices: Even in a rush, set out the essentials (time, dial-in, agenda, key papers) and explain urgency. Reasonableness is context-specific, but more clarity always helps.
• Forgetting to include all directors: Notice must go to every director individually. Keep a clean directors’ register and double-check your distribution list.
• Skipping conflict declarations: Put conflicts on the record early. If a director abstains, confirm whether quorum remains for that item.
• Messy minutes: Poorly kept minutes make it harder to prove what was decided. Use a consistent template and file it promptly.
• Unclear signing authority: After a decision, confirm who will execute documents and how. Align execution with s127 or internal delegations consistent with section 126 authority and counterpart/technology rules if relevant.

Governance Hygiene: Quick Checklist

If you want your board processes to run smoothly month after month, a little governance hygiene goes a long way. Consider these simple practices:

• Annual calendar of board meetings with tentative agendas.
• Standing agendas that cover strategy, risk, finance, compliance and operations.
• Board pack standards (concise papers, clear recommendations, page limits).
• Delegations of authority policy (what management can approve vs what needs the board).
• Conflict of interest register reviewed at each meeting.
• Centralised board portal or secure drive for notices, packs, minutes and resolutions.
• Pre-briefs for complex items so directors can ask questions before the meeting.

Good habits reduce friction, shorten meetings, and help you make better decisions faster - all while staying compliant with s248B and related governance rules.

Key Takeaways

• Section 248B sets the default rules for calling directors’ meetings in Australian proprietary companies - any director can call a meeting and all directors must receive reasonable notice.
• Use a live meeting when discussion or debate is needed; use circulating resolutions under s248A for straightforward, uncontested decisions that all eligible directors can sign.
• Check your governance first: your Company Constitution and any Shareholders Agreement can modify or supplement the replaceable rules, including notice, quorum, technology and voting.
• Make the process robust: send clear notices, manage conflicts, confirm quorum, and keep accurate minutes and resolutions using a consistent Directors Resolution Template.
• Follow through on execution: align board approvals with proper signing mechanics - for example, company execution under section 127 or delegated authority under section 126.
• As your company grows, upgrade your governance so decision-making stays fast, compliant and investor-ready.

If you’d like a consultation on setting up or refining your board meeting process under s248B Corporations Act, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.