Clacko
Something had to be done. It is fortunate for others that you have started the process.
I hope you get a lot more support from APG shareholders than just likes on HC.!!!
Can you clarify which directors you want to remove.
Have you got a copy of APG’s Articles of Association (available to shareholders from APG on request).
I know time is of the essence – but to make sure you get the result you want an understanding of the company articles will help.
You need to elect 2 new directors. If you get rid of directors Cuthbertson and Turbot you will need to have replacements ready.
Under the Articles of Association you must have a minimum of 3 directors. “40.(2) The number of directors shall not be less than 3 nor until otherwise determined by the Company in general meeting more than 10.”
If you have 3 directors – board decisions are made by a majority of 2. “ 54.(1)Subject to these articles , questions arising at a meeting of directors shall be decided by a majority of votes of directors present and voting and any such decision shall for all purposes be deemed a decision of the directors. “
The new directors can then elect a new chairman “27.(1) If the directors have elected one of their number as chairman of their meetings, he shall preside as chairman at every general meeting.”
If one of the directors was competant , he could be elected as the new Managing Director “ 63.(1) The directors may from time to time appoint one or more of their number to the office of managing director for such period and on such terms as they think fit, and subject to other terms of any other agreement entered into in a particular case, may revoke any such appointment.”
Wilcox
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