COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 175 Removal of directors.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 175

Removal of directors.

175.(1) 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, so, however, that this sub-section
shall not authorise the removal of a director of a private company [holding
office for life on the date of the coming into operation of Article 61 of the
Companies (Northern Ireland) Order 1978], whether or not he is subject to
retirement under an age limit by virtue of the articles or otherwise.

(2) Special notice shall be required of any 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, and on receipt of notice of an intended
resolution to remove a director under this section the company shall forthwith
send a copy thereof to the director concerned, and the director (whether or
not he is a member of the company) shall be entitled to be heard on the
resolution at the meeting.

(3) Subject to sub-section (4), where notice is given of an intended
resolution to remove a director under this section and the director concerned
makes with respect thereto representations in writing to the company (not
exceeding a reasonable length) and requests their notification to members of
the company, the company shall, unless the representations are received by it
too late for it to do so

(a)in any notice of the resolution given to members of the company state the
fact of the representations having been made; and

(b)send a copy of the representations to every member of the company to whom
notice of the meeting is sent (whether before or after receipt of the
representations by the company);

(4) Copies of the representations need not be sent out as aforesaid and the
representations need not be read out at the meeting as aforesaid if, on the
application either of the company or of 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 concerned, notwithstanding that
he is not a party to the application.

(5) A vacancy created by the removal of a director under this section, if not
filled at the meeting at which he is removed, may be filled as a casual
vacancy.

(6) A person appointed director in place of a person removed under this
section shall be treated, for the purpose of determining the time at which he
or any other director is to retire, as if he had become director on the day on
which the person in whose place he is appointed was last appointed director.

(7) Nothing in this section shall be taken as depriving a person removed
thereunder of compensation or damages payable to him in respect of the
termination of his appointment as director or of any appointment terminating
with that as director or as derogating from any power to remove a director
which may exist apart from this section.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 175