Removal of Directors:
By s.185(1) a company may by ordinary resolution remove a director before the expiration of his period of office, but notwithstanding anything in the articles or in any agreement between him and the company. Special notice must be given of any resolution to remove the director, or to appoint another director in his place.
On receipt of the special notice the company must send a copy to the director concerned who is entitled, if he so wishes, to make written representations (not exceeding a reasonable length) to the company. If the director so requests, the company must send the representations to the members with notice of the meeting unless the representations are received by it too late for it
to do so. In such a case the representations would be read out at the meeting at which the director would also be entitled to be heard. The representations need not be sent out by the company or read out at the general meeting if, on the application, either of the company or of any other person who claims to be aggrieved, the court is satisfied that they have been made in order to secure needless publicity for defamatory matter.
The removal will be effective if it is decided on by an ordinary resolution. In Bushell v Faith and Another (67) Harman, L J defined "an ordinary resolution" as "a resolution depending for its passing on a simple majority of votes validly cast in conformity with the articles".