Can director be removed in EGM?

As required by the law the requisition clearly sets out the matters for consideration of which the meeting is convened. (6) Section 284 of the Act has no application to any of the mattes to be considered at the said requisition meeting, as there is no proposal to remove any director.

What notice is required for an EGM?

14 days
The minimum full period of notice for all meetings is 14 days, even if a special resolution is to be proposed, except for the AGM of a PLC, which is 21 days. The company’s articles may require a longer period. Note that the ‘clear day rule’ is found in sec360.

How can a director be removed from board?

The resolution to remove the director is passed by a simple majority (i.e. anything over 50%) of those shareholders who are entitled to vote, voting in favour.

Can a director be removed by Board resolution?

Section 168(1) of the Act states that the shareholders can remove a director by passing an ordinary resolution at a meeting of the company. The relevant shareholders must serve special notice on the company of any resolution to remove a director under the provisions of the Act.

How can a director be removed from a limited company in Kenya?

A director can be removed in Kenya by way of a Special General Meeting. This involves calling a Special General Meeting with Special Notice (28 days). The Notice must be issued to all the Shareholders and Directors. The meeting will then pass a Special Resolution for the removal of the director.

Is it mandatory for directors to attend EGM?

An Annual General Meeting (AGM) is held to have an interaction between the management and the shareholders of the company. The Companies Act, 2013 makes it compulsory to hold an annual general meeting to discuss the yearly results, auditor’s appointment and so on.

What is Mgt 14 of Companies Act 2013?

Form MGT 14 was introduced in the Companies Act of 2013 with the objective of filing certain resolutions with the Registrar of Companies. Such resolutions must be filed after the passing of the same at the meeting held by the Board/Shareholders/Creditors of the company.

Can you be removed as a director?

A director can be removed before their term of office is over (even if that is not what was originally agreed between the director and the company) by an ordinary resolution of members.

When can you remove a director?

How to remove a director by ordinary resolution of members. A director can be removed before their term of office is over (even if that is not what was originally agreed between the director and the company) by an ordinary resolution of members.

On what grounds can a director be removed?

The removal of a limited company director may arise for any number of reasons, such as voluntary resignation or retirement, illness or death, bankruptcy, disqualification by the Court, or a breach of service contract. The reason for a director’s removal will dictate which procedure the company should follow.

What are the procedures that must be followed if a director is to be removed?

The director to be removed must be given 21 days special notice of the company’s intention to remove him and he may make representation in writing and except where the director to be removed sends in its written representation in the nick of time, the company must circulate the written representation to members (s.

What happened to the EGMs and the removed directors?

The EGMs were held and the specified directors were removed. These removed directors then filed a court action to invalidate certain board meetings and the the various resolutions at the EGMs removing them as directors. The removed directors first challenged the ability of the corporate representative to issue the requisition notices for the EGM.

When to serve a special notice to remove a director?

A special notice with the intention of removing a director by the specified no. of members of the company has to be served at least before 14 days before the concerned meeting at which it has to moved excluding the day on which the notice is served and the day of the meeting.

Can a requisition be made for the removal of a director?

The decision deals with the issues relating to requisitioning an EGM, the unavailability of some directors to attend a Board meeting, whether there can be first a requisition and then a convening of an EGM, the special notice requirement for removal of a director, and whether there can be improper motives to invalidate the removal of a director.

Can a corporate representative issue a requisition notice for an EGM?

The removed directors first challenged the ability of the corporate representative to issue the requisition notices for the EGM. The argument was that the corporate representative’s power under the Companies Act 1965 (CA 1965) was to merely attend and vote on behalf of the corporate shareholder.