The Removing A Director By Ordinary Resolution document is a crucial corporate governance instrument used in New Zealand when shareholders wish to exercise their statutory power to remove a director from the board. This document is required under the Companies Act 1993 when shareholders holding the requisite voting rights decide to remove a director before the expiration of their term. It must include proper notice of the meeting, the proposed resolution, voting results, and any representations made by the affected director. The document serves as official evidence of the removal process and protects the company by ensuring compliance with legal requirements. It's particularly important in situations of corporate restructuring, governance disputes, or when shareholders lose confidence in a director's performance or conduct.
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1. Meeting Details: Date, time, location of the shareholders' meeting, and type of meeting (Annual General Meeting or Special Meeting)
2. Company Information: Full legal name of the company, company number, and registered office address
3. Present: List of shareholders present, in person or by proxy, including shareholding percentages
4. Chairperson: Identity of the meeting chairperson
5. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are met
6. Resolution: The formal ordinary resolution for removal of the director, including the director's full name and date of effect
7. Voting Results: Record of votes cast for and against the resolution, including percentages and confirmation of passage
8. Certification: Formal certification by the chairperson that the resolution was duly passed
1. Prior Written Notice: Reference to any written notice given by shareholders requesting the resolution, used when the meeting was called by shareholders rather than the board
2. Director's Right to Speak: Record of any representations made by the director being removed, included if the director exercises their right to be heard
3. Appointment of Replacement Director: If a replacement director is being appointed at the same meeting, include the resolution for their appointment
4. Special Business: Any other business conducted at the meeting, if applicable
5. Proxies: Detailed list of proxy appointments, required if any shareholders voted by proxy
1. Notice of Meeting: Copy of the notice sent to shareholders and directors
2. Director's Written Representations: Any written statement provided by the director in response to the proposed removal
3. Proxy Forms: Copies of valid proxy forms submitted for the meeting
4. Attendance Register: Full register of all shareholders present and their shareholdings
5. Voting Records: Detailed breakdown of votes cast, including proxy votes
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