Director Without Voting Rights
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FAQ
Directors may be removed, at any time, by a vote of the shareholders holding a majority of the shares outstanding and entitled to vote. Such vacancy shall be filled by the Directors entitled to vote.
Non-Voting Shares A non-voting share is a share in the capital of a company that belongs to a class that has no voting rights. This is distinct from, for example, an ordinary share which gives the shareholder standard rights to vote at shareholder meetings in proportion to their shareholding.
A shareholder wishing to remove a director must give special notice of their intention to the company, which then has 28 days to call a general meeting. At this meeting, shareholders will vote on the proposed resolution. If it is passed by a simple majority, then the director will be removed from their position.
Members of a company, commonly referred to as 'shareholders', are owners of the company. Directors must act in the best interests of the company, but members are generally free to act in their own interests.
Shareholders own the company by owning its shares and are often referred to as 'members'. Directors on the other hand, manage the business and its operations. Unless the articles of association state so, a director isn't required to be a shareholder, and a shareholder has no legal right to be a director.
