Dx Revision Watch
Senior Member (Voting Rights)
From the current Mem & Arts:
Removal of a director by a General Meeting
25.
(a) A general meeting of the company may remove any director before the end of his or her period of office whatever the rest of these articles or any agreement between the company and the director may say.
(b) Removal can take place only by the company passing an ordinary resolution saying so. At least 28 days' notice must be given to the company and at least 21 days' notice to the membership. Once the company receives such notice it must immediately send a copy to the director concerned. He or she has a right to be heard at the general meeting. He or she also has the right to make a written statement of reasonable length. If the statement is received in time it must be circulated with the notice of the meeting. If it is not sent out, the member may require it to be read to the meeting.
Removal of a director by the Board of directors
26.
(a) If a director fails to attend three consecutive meetings of the Board of directors, the Board of directors may resolve if they see fit that he or she be removed from the Board of directors for good and sufficient reason. The director must be given at least 21 days' notice in writing of the resolution and that person has a right to be heard before a vote is taken.
(b) If two of the Board of directors propose a vote of no confidence in another director, he or she can be removed provided a simple majority of the Board agrees.
Termination of director’s appointment
27. A person ceases to be a director as soon as—
(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or by the Charities Act 2006 or is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;
(g) he or she is removed from office;
(h) he or she brings the company into disrepute
(i) he or she is directly or indirectly involved in any contract with the company and fails to declare the nature of his or her interest to the company at the first meeting at which the contract is discussed or the first meeting after the director became interested in the contract
25.
(a) A general meeting of the company may remove any director before the end of his or her period of office whatever the rest of these articles or any agreement between the company and the director may say.
(b) Removal can take place only by the company passing an ordinary resolution saying so. At least 28 days' notice must be given to the company and at least 21 days' notice to the membership. Once the company receives such notice it must immediately send a copy to the director concerned. He or she has a right to be heard at the general meeting. He or she also has the right to make a written statement of reasonable length. If the statement is received in time it must be circulated with the notice of the meeting. If it is not sent out, the member may require it to be read to the meeting.
Removal of a director by the Board of directors
26.
(a) If a director fails to attend three consecutive meetings of the Board of directors, the Board of directors may resolve if they see fit that he or she be removed from the Board of directors for good and sufficient reason. The director must be given at least 21 days' notice in writing of the resolution and that person has a right to be heard before a vote is taken.
(b) If two of the Board of directors propose a vote of no confidence in another director, he or she can be removed provided a simple majority of the Board agrees.
Termination of director’s appointment
27. A person ceases to be a director as soon as—
(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or by the Charities Act 2006 or is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;
(g) he or she is removed from office;
(h) he or she brings the company into disrepute
(i) he or she is directly or indirectly involved in any contract with the company and fails to declare the nature of his or her interest to the company at the first meeting at which the contract is discussed or the first meeting after the director became interested in the contract
Unclear whether "direct the directors to take. . .specified action" would cover removal from office.
Members’ reserve power
7.
7.1. The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
7.
7.1. The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
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