Made A Director Without Consent In Travis
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A director may be removed by: An ordinary resolution adopted at a shareholders' meeting by the persons entitled to exercise voting rights in the election of that director.
Section 168 provides that a company can remove a Director by passing an ordinary resolution at a meeting. Special notice is however required. On receipt of notice of an intended resolution to remove a Director, the company must send a copy of the notice to the Director concerned.
Shareholder Vote - In many jurisdictions, directors can be removed by a majority vote of the shareholders. If the company's bylaws allow, shareholders can call a meeting and vote to remove the director, even if they do not consent.
Directors are not just those who are registered as directors at Companies House. They are anyone who acts as a director, whether they are called directors or not. They include directors who have been appointed by the company but never properly registered.
This is commonly known as a 'silent director'. While there is no general rule that prohibits this, it is important to understand the duties and obligations that arise if you have been appointed a director of a company.
As per the 2013 Act, the removal of a director can only take place during a general meeting through the approval of an ordinary resolution. Notably, this condition is applicable unless the director in question was appointed either through proportional representation or under section 163.
How is a director removed in a proprietary company? A proprietary company may by resolution of the members remove a director from office and may by resolution appoint another person as a director instead (s 203C, Corporations Act). This is a replaceable rule and a propriety limited company may have other requirements.
Who can be a director? Most people can hold a director position, but exceptions include anyone disqualified by the company's own Articles of Association, undischarged bankrupts, anyone disqualified by a court order and the company's auditor. Directors must be at least 16 years of age.
If you have been asked to accept a position as a director of a company in which you have little or no involvement, think again. All too often spouses are appointed as a co-director of their partner's company without understanding their full responsibilities as a director. This is commonly known as a 'silent director'.
