Q：
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How to remove a director?
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A：
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Instead of voluntary resignation, a company may by an ordinary resolution passed at a general meeting remove a director before the end of the director’s term of office, despite anything in its articles or in any agreement between it and the director.
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Q：
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As stated above, is there any exception?
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A：
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Yes, if the company is a private company, the situation stated above does not authorize the removal of a director who has held office for life since 31 August 1984.
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Q：
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What is a special notice?
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A：
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Special notice applies in relation to an intended resolution to remove a director or appoint somebody in place of a director so removed.
The resolution is not effective unless notice of the intention has been given by member(s) to the company at least 28 days before the meeting. The company must under section 462(4), if practicable, give its members notice of the resolution at the same time and in the same manner upon receiving such special notice.
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Q：
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Does the company need to send notice to the director who is be considering to remove?
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A：
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On receipt of special notice of a resolution under section 462(4) to remove a director, the company must forthwith send a copy of the notice to the director concerned.
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Q：
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What is the director’s right to protest against removal?
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A：
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The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting at which the resolution is voted on and request the Company to circulate and read out his/her written representation etc.
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Q：
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How to pass an ordinary resolution at a general meeting?
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A：
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An ordinary resolution of the members of a company means a resolution that is passed by a simple majority of members (or class members with voting right) presenting on the meeting.
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FAQ
