Hello. I live in a block of six flats owning share of freehold through a company in which each flat has one share. My husband is one of three directors, and I am manager (paying bills, engaging suppliers, etc.). One of the other two directors would like to remove the third. The third is also Secretary. 1. How should the removal be done in order for it to stand legally? We have always operated quite informally. Even the election of directors previously has been quite informal - if all shareholders are at the meeting and agree, the director is elected, whether or not nominated according a prescribed process, or if proper notice was given of the meeting at which the election was to take place. We have a shareholder meeting set for 24 June, for which I believe we've given proper 14 days notice. (More on that later.) Our Articles have a section about election of directors but not how to remove them, and then attached to the Articles is Table A from the Companies Act 1985, Regulations for Management of a Company Limited by Shares. Table A pretty simply states how to remove the Secretary, but not (that I can find) how to remove a director. 2. Also, about the notice. Our articles require 14 days' notice for an Extraordinary General Meeting and 21 days for a meeting where directors are being appointed. We notified by e-mail two possible dates for the meeting, one of which was less than 14 days out, and the other more. We have settled on the later date. The e-mail confirming the later date was sent 13 days, 17 hours before the meeting is to start. All shareholders save the problem guy have affirmed they will attend, and I'm sure they will affirm they were given proper notice. Our Articles and Table A have a clause that says the accidental omission to give notice or the non-receipt of notice by any person entitled to receive it shall not invalidate the meeting's proceedings. Can we even remove a director at this meeting, have we given enough notice and done it properly enough? Thanks.
(1)A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.
(2)Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.
312Resolution requiring special notice
(1)Where by any provision of the Companies Acts special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.(2)The company must, where practicable, give its members notice of any such resolution in the same manner and at the same time as it gives notice of the meeting.(3)Where that is not practicable, the company must give its members notice at least 14 days before the meeting—(a)by advertisement in a newspaper having an appropriate circulation, or(b)in any other manner allowed by the company's articles.(4)If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is deemed to have been properly given, though not given within the time required.
I would suggest that a new 28 days notice is given, see here for the practical procedure:
Hope this helps
UKSolicitorJA only: If I am reading the Act correctly it is easier to remove him as Secretary - reg 99 of the Companies Act 1985 says it's down to the directors in whatever manner they think fit, which I hope hasn't changed much for in 2006 Act - but for good measure can you outline the procedure for that?