Section 176 - Removal of directors

(1) Subject to section 327 and to this section, a company may by ordinary resolution at a general meeting remove from office all or any of the directors despite anything in the constitution of that company or in an agreement with the director.

(2) A resolution to remove a director shall not be moved at a general meeting unless notice of the intention to move the resolution has been given to the company not less than thirty-five days before the meeting at which the resolution is to be moved.

(3) If after notice of the intention to move the resolution is given to the company, a meeting is called for a date thirty-five days or less after the notice has been given, the notice is properly given for the purposes of subsection (2).

(4) The company shall give the members notice of the resolution at the same time and in the same manner as the company gives notice of meeting or, if that is not practicable, shall give the members notice of the resolution in the same manner as notices of meetings are required to be given not less than twenty-one days before the meeting.

(5) On receipt of notice of an intended resolution to remove a director under this section, the company shall immediately send a copy of the notice to the director concerned and that director, whether or not is a member of the company, is entitled,

(a) to be heard on the resolution at the meeting; and

(b) to send to the company a written statement, copies of which

the company shall send with each notice of the general meeting or, if the statement is received too late, shall immediately circulate to each person entitled under subparagraph (f) of paragraph 1 of the Eighth Schedule, to notice of the meeting in the same manner as notices of meetings are required to be given.

(6) The company is not required to send or circulate the statement if

(a) the statement is received by the company less than seven days before the meeting; or

(b) the Court, on an application by the company or any other person who claims to be aggrieved, so orders on being satisfied that

(i) the statement is unreasonably long, or

(ii) the rights conferred by this section are being abused to secure needless publicity for defamatory matter;

and the Court may order the costs of the applicant to be paid in whole or in part by the director although the director is not a party to the application.

(7) Without limiting the rights of the director to be heard orally on the resolution, the director may, unless the Court makes an order, also require that the written statement by the director be read to the meeting.

(8) A vacancy created by the removal of a director under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy in accordance with section 172.

(9) This section does not deprive a director who has a service agreement with the company of a right to

(a) compensation to which the director may lawfully be entitled under that agreement on the termination of the directorship, or

(b) damages if the removal from the directorship constitutes a breach of the service agreement.