Section 288(1) CAMA: A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between it and him
The procedure is:
- Send a special notice (not less than 28 before the meeting to the company and company to send to members not less than 21 days before the meeting, see S. 288 of CAMA)
- Send a copy of the Notice for his removal to the director concerned
- The director is to make representations in writing as to his defence on the grounds on which he is sought to be removed or if he failed to, he is to be allowed to be heard orally at the meeting of the company (whether or not he is a member of the company) where he is to be removed
- Where the representations are made in writing, the said director may request that such representations be made available to the members
- The company shall inform the members (to whom notice of the meeting is sent) of the fact of such representation having been made and make same available to members provided that: it is not received by it too late; they do not exceed a reasonable length
- Where the representations are not made available to members for reason of receiving it too late, the director can request for the written representation to be read. This does not derogate from his right to make oral representations
- Copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the court may order the company’s costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.
- The meeting is to pass an ordinary Resolution for his removal.
- Secretary to fill Form CAC 7A-Particulars of Directors containing the particulars of the directors of the company after the removal to be filed at the CAC WITHIN 14 DAYS of the passage of the Resolution, attached with the said Resolution.
- The company is to make the changes in its Register of Directors and Secretary.
Duties of director: Section 305, 306 CAMA