Ann: CANNTAB ARRIVES IN AUSTRALIA, page-114

Aussie Eagle, there is a process for shareholders seeking the removal of a company director. In this instance, it is my opinion that some (if not all) members of this board should be removed.

A company’s directors are appointed by the company’s shareholders (members) to act on their behalf. And so shareholders can also remove a director, or vote against him/her being reappointed (where applicable; e.g., where, under the company’s constitution, an initial appointment by the board of directors must be ratified by shareholders within 2 months) by ordinary resolution at a general meeting in terms of the company’s constitution or the Corporations Act. There could be many reasons why shareholders may wish to remove a director, including loss of confidence in him/her, animosity or antipathy, or simply that there are too many directors (and removing 1 or more will save fees). The Act, in s203D, is quite prescriptive in relation to removal of a director of a public company. But for a proprietary company (Pty Ltd) the power of shareholders to remove a director is usually contained in the company’s constitution or Replaceable Rule s203C(a) of the Act. The Act, and usually the constitution, also allows for another director to be appointed by resolution at the same meeting – Replaceable Rule s203C(b) – if that is desired.