Meaning of Company Meeting
Ordinarily, a
meeting may be defined as assembly of people for lawful purpose or
coming together of at least two people for the same reason.
A Co. meeting
may under Kenya laws be defined as, “a conference or coming together of at least a quorum
of members in order to transact either the ordinary or special business
of the company”.
Therefore, a meeting can no more be constituted by one person than it could if no shareholders at all had attended.
Although the
word meeting is not defined in the Companies Act, in Sharp vs. Dawe
(1876), a meeting was defined as, “an assembly of people for lawful
purpose or the coming together of at least two persons for any lawful
purpose”.
Meetings are divided into: -
(a) Public
Meetings: - Those meetings which consider maters of public concern and
to which all members of the public have access, subject to physical
limitations of the place where the meeting is held or conditions imposed
by any law.
(b) Private
Meetings: - Those attended by people who have a specific right to
attend, for example, Committees of golf club or members of a registered
company. Therefore company meetings fall under this category.
Role of Company Meetings
Since a company is an artificial person, it cannot act on its own. It
is the directors, elected representatives of shareholders who are
vested with the powers of control and management of the company. Since
directors must work as a team, meetings are held frequently. It is at
these meetings that matters relating to the company business are
decided.
Similarly
shareholders meetings are also important as it is here that shareholders
can look after their interest by exercising the powers conferred on
them by statute. These meetings
provide an opportunity to shareholders to come together and take
decisions for their welfare by controlling the Board of Directors and
their activities.
CLASSIFICATION OF MEETINGS
(a) STATUTORY MEETING (Section 130)
Every company
limited by shares and every company limited by guarantee and having a
share capital shall within a period of not less than one month and not
more than three months from the date of the of commencement of business,
hold a general meeting called statutory meeting. This meeting is held
once during the lifetime of the company.
A private
company, an unlimited company or a company limited by guarantee having
no share capital, is not required to hold a statutory meeting. The
notice convening this statutory meeting must be given at least 21 days
before the meeting, and must specifically state that the meeting is a
statutory meeting.
Objects of the Statutory Meeting
The object of
this meeting under Kenya laws is to afford the shareholder an early opportunity of
obtaining material information as to the circumstances of the company’s
promotion and also its immediate prospects.
According to
Palmer, “the object of the statutory meeting is to put the shareholders
of the company at as early a date as possible in possession of all the
important facts relating to the new company”.
The members
have a statutory right to discuss any matters relating to the formation
of the company or arising out of the statutory report whether previous
notice has been given or not. The other object include: -
(i)
To put members of the Co. in possession of all the important facts
relating to the company, for example, what shares have been taken up,
what money has been received, what contracts have been entered into and
what has been spent on preliminary expenses.
(ii) To provide the members an opportunity of meeting and discussing the management methods and prospects of the company.
(iii) To approve the modification of the terms of any contract named in the prospectus.
Statutory Report
The Kenya laws
accordingly requires that the directors send a report known as statutory
report to every member of the company at least 14 days before the date
of the meeting. However, if all the members entitled to attend and vote
at the meeting agree, the report can be forwarded less than 14 days
before the meeting.
Contents of the Statutory Report
The report contains all the necessary information relating to the informational aspect of the company, as follows: -
(i) Total
shares allocated: – Distinguishing shares allocated as fully or partly
paid up otherwise than in cash, and stating shares partly paid up, the
extent to which they are so paid up and in either case the consideration
for which they have been allocated.
(ii) Cash received: – The total amount of cash received by the company in respect of shares allocated.
(iii) An
abstract of receipts and payments made there out up to the date of the
report, and an account or estimate of the preliminary expenses.
(iv) Directors
and auditors: - The memos and addresses and occupations of the
directors, auditors and managers and secretary and changes that have
occurred to such names, addresses and occupations since the date of
incorporation of the company.
(v) Particulars
of any contract and the modification or the proposed modification of
any contract which is to be submitted for the approval of the members at
the meeting.
(vi) The extent to which the underwriting contracts have not been carried out and reasons therefore.
(vii) The arrears, if any, due on calls from any directors and the manager.
(viii) The
particulars of any commission or brokerage paid or to be paid to any
director or to the manager in connection with the issue or sale of
shares or debentures of the Co.
The statutory
report must be certified as correct, by not less as two directors one of
whom shall be the Managing Director if any. The auditors of the
company shall also certify as correct regarding the shares allotted,
cash received in respect of any shares and the receipts and payments of
the company. A certified copy of the report shall be delivered to the
registrar for registration immediately after the same has bean sent to
the members of the company.
Procedure at the Meeting
At the
commencement of the meeting, the board shall place a list showing the
names, addresses and occupations of the members of the company and the
number of shares held by them. The list shall remain open for
inspection by members during continuance of the meeting. The members
present at the meeting may discuss any matter relating to the formation
of the company or arising out of statutory report.
But the meeting cannot pass any resolution on any item or on a subject of which notice has not been given by the Act.
Section 130
(8) provides that the meeting may adjourn from time to time and at any
adjourned meting, a resolution can be passed after due notice in
accordance with the articles has been given so that if the company at
the original meeting wishes to pass a resolution and sufficient notice
has not been given, it can resolve to adjourn for the necessary period
in order to allow notice to be given.
The adjourned meeting is treated as if it is an original meeting for the purpose of transacting business.
Effects of Non-Compliance
If default is
made in complying with Section 130, every director of the company who is
knowingly and willfully guilty of the default, or in the case of the
company, every officer of the company who is in default, is liable to
fine up to Sh. 1,000 shillings.
In addition,
default in delivering the statutory report or in holding the statutory
meeting is one of the grounds for petition for winding up order against
the company.
The court
ordinarily does not take such serious view of default. So instead of
making a winding up order, Section 222 (3) provides that the courts may
direct the report to be delivered or the meeting to be held and order
the costs to be paid by the persons in default.
(b) ANNUAL GENERAL MEETING
Every company
must under Kenya laws in each year hold, in addition to any other meeting, Annual General
Meeting. The notice conveying the meeting must specify that it is a
notice of the Annual General Meeting.
The first
Annual General Meeting must be held within 18 months from the date of
incorporation, meaning that the Co. is not required to hold an Annual
General Meeting in the year of incorporation or in the next year.
For example, a
company incorporated on October 1, 2004 may hold it Annual General
Meeting by April 1 2006 and then no other meeting will be necessary
either in 2005 or 2006. Similarly, if a company is incorporated in
January 1, 2005, it may hold its Annual General Meeting within 18
months, that is, by July 1, 2006. If the meeting is held say in June
2006, the company need not hold any other meeting in the year 2005 and
2006.
Every Annual General Meeting must be held during business hours and on working days.
The registrar
may, for any special reason, extend the time for holding any Annual
General Meeting by any given period; but no extension of time is granted
for holding the first Annual General Meeting.
There should be at least one Annual General Meeting per year and as many meetings as there are years.
Case Law: Sree Meenakshi Mills Co. Ltd vs. Assistant Registrar of Co. AIR (1938)
The
Annual General Meeting of a company called in December 1934 was
adjourned and held in 1935 March. The next meeting was held in January
1936, no other meeting being held in 1935. The company was prosecuted
for failure to call the Annual General Meeting in 1935. The company
argued that it did hold a meeting in the year 1935, but it was held by
court that the meeting of March 1935 was the adjourned meeting of 1934.
If default is
made in holding an Annual General Meeting, a member may apply to the
registrar of companies to call or direct the calling of such meeting.
Default in
accordance with provision of Section 131 or in complying with any
directions of the registrar, renders the company and its officers who
are in default liable to a fine up to Sh. 2,000.
Requirements of Notice
Proper length
of notice must be provided by statute or articles. Section 133 of the
Act provides that minimum notice required for company meetings, other
than the adjourned meeting is as follows: -
(a) In case of Annual General Meeting, 21 days notice in writing is given.
(b) Incase
of a meeting other than AGM or a meeting of passing a special
resolution, 14 days notice in writing and 7 days incase of unlimited
company.
Any provision
contained in the articles shall be valid in so far as it provides for
the calling of a meeting by a short notice than it is provide by this
section.
Ordinary Business of Annual General Meeting
The normal
business transacted at an Annual General Meeting depends upon the
articles. Article 52 of Table A provides that the ordinary business of
such a meeting shall be:-
(i) The declaration of dividends.
(ii) The consideration of accounts.
(iii) The election of directors in place of the retiring.
(iv) Appointment of and fixing of the remuneration of auditors.
Any business which is not defined as “ordinary business” of an Annual General Meeting is known as special business.
Section 148 of
the Act provides that at the Annual General Meeting, the directors of a
company must lay before the company the Profit and Loss Account.
The
proceedings at the meeting are commenced by the chairman, who usually
makes a speech on the company’s affairs and any other circumstances of
interest to the company and also answers questions from the members if
any. After this, he initiates or proposes a motion relating to the
adoption of accounts and payments of dividends if any.
The next item
of business deals with the proposal for election or re-election of
directors. Section 184 must be complied here. This section stipulates
that if single resolution is passed for election or re-election of more
than one director of a public company, such a resolution is invalid
unless resolution was previously passed that all the directors concerned
can be elected by a single composite resolution.
Thirdly, a motion regarding the remuneration of the company’s auditors is proposed. This is obligatory.
Although the
appointment of auditors must be made at this Annual General Meeting,
they are automatically re-elected, provided they are qualified without
any resolution to that effect, unless: -
(a) They have resigned, or
(b) They are unwilling to act, or
(c) A resolution has been passed expressly providing that they shall not be reappointed
(d) Other auditors in their place have been appointed.
Role of an Annual General Meeting under Kenya laws
(i) It
is only at an Annual General Meeting that shareholders can exercise any
control over the affairs of the company. They can confront the
directors, their elected representatives at least once a year.
(ii) They also get an opportunity to discuss the affairs and review the working of the company.
(iii) They
can put necessary measures to protect their interests, for example,
they may refuse to re-elect a director whose actions and policy they
disapprove.
(iv) They can also take up any matter of the company for discussion.
(v) Appointment of auditors is done in this meeting.
(vi) Annual accounts are also presented for consideration.
(vii)Dividends are declared.
(c) EXTRA –ORDINARY MEETING (Section 312)
A statutory
meeting and an Annual General Meeting are called ordinary meetings.
Every other meeting of the company which is not the above is an “extra
ordinary meeting”.
Extra ordinary
meetings can be convened either by the directors whenever they think
fit or on the requisition of members of the company, under Article 49.
Where
directors think fit to convene a meting, they do so by resolution passed
at a duly convened and constituted meeting of the Board. Article 52 of
Table A, states that all business that is transacted at extra ordinary
meeting shall be deemed as special.
The extra ordinary general meeting may be convened:-
(a) By Board of Directors on its own or on the requisition of the members.
(b) By the requisitionists themselves on the failure of Board of Directors to call the meeting.
Extra-ordinary meeting convened by Board of Directors:-
(a) On
its own:– The BOD may call an extra ordinary meeting whenever some
special business is to be transacted which in the opinion of the Board
of Directors, cannot be postponed till the next Annual General Meeting.
(b) On
requisition of members: - The requisite number of members of a company
may ask for an extra ordinary general mee$ting to be held. The Board of
Directors shall proceed to call such a meting. The requisition for
such a meeting by the members shall be signed:-
(i) Incase
of company with share capital holders of not less than 10% of the paid
up capital of the company having a right of voting in regard to the
matter of acquisition.
(ii) Incase
of company with no share capital, by members representing not less than
one tenth of the total voting power in regard to the matter of
requisition.
A requisition
signed by one of the joint owners of the shares has the same force and
effects as if it has been signed by all of them.
The
requisition shall set out all matters for consideration on which the
meeting is called and shall be deposited in the registered office of the
company. The directors are required to convene such a meeting within
21 days from the date of deposit of the requisition, but if the fail to
do so, the requisitionists themselves may convene the meetings, as
nearly as possible in the manner required by the company’s articles for
convening the meeting, under Section 132.
The company
must compensate the requisitionists for any reasonable expenses incurred
and may repay out of sums payable by the company to such directors as
were in default.
Notice
Unless the
meeting is called to pass a special resolution, the requisite notice for
an extra ordinary general meeting is 14 days (Saturdays, Sundays,
Public holidays are not included). In case of unlimited company, 7 days
notice is required, but where special resolution is required, 21 days.
(d) CLASS MEETINGS
Class meetings
are generally held for obtaining the consent of a particular class of
shareholders for altering their rights and privileges or for the
conversion, of one class into another, for instance, there may be a
meeting of preference shareholders for varying their rate of dividend.
Prima
facie, a class meeting should be attended by the members of the class
in order that the discussion of the matter which the meeting has to
consider may be carried unhampered.
The presence
of a number of persons with conflicting interests would render it
impossible for the members of the class to adequately discuss the matter
from their point of view.
And if the
presence of the outsiders is retained in spite of the ascertained wish
of the constituents of the meeting for their exclusion, it cannot be
said that a separate meeting of the class had been fully held. But
where the constituents of the meeting meet together and no one infact
raised any objection to the presence of strangers or outsiders within
the same four walls, there is no reason why their meeting should be a
perfectly good meeting, as per Carruth vs. Imperical Chemicals
Industries (1937).
Rights of Minority
Although the articles may allow the
variation of class rights with the consent of a specified proportion of
class shareholders, the minority of that particular class of
shareholders has a valuable right to object.
Section 74
stipulates that the holders of not less than 15% of the issued shares of
the class, being persons who did not consent to the resolution or
abstained or did not vote at all, may object within 30 days to the
alteration approved by the majority of the class.
The court must
disallow the variation if it is not satisfied it would unfairly
prejudice the shareholders of a class, but if not saTisfied, then it
wilL confirm the variatiOn. A letter of the court confirming this must
be sent to the registrar within 30 dayS. If memorandum or articles of
the company do not provide For the variation of class of rights and it
is desired that The variation be effected, then this must be done under
SectiOn 207 which giv%s power to the compaNy to compromise with its
credItors, or any class Of them.
Meeting of the Board
The
company is entitled to the combined wisdom of the directors a.d the
directors are required to meet Together as a board; and directors must
meet as frequently as possible. These are known As board meetings. It is
at these meetings that vital matters relating to the company are discussed
and decided upon.
Meetings of Committees of Directors
REQUISITES OF A VALID MEETING
A meeting can validly transact any business if the following requirements under Kenya laws are satisfied:-
(i) Proper authority.
(ii) Proper notice.
(iii) Quorum must be present.
(iv) Chairman must preside.
(v) Minutes of the meeting must be kept.
These are explained below: -
(i) Proper Authority-
A
meeting to be valid must be convened by a proper authority. It isthe
Board of Directors who has the authority to call a meeting, be it
statutory, annual or extra ordinary. If the Board do not attend the
meeting the members of the company may call the meeting.
Even
if the meeting of the Board at which it is resolved to call a General
Meeting is not properly constituted, the general meeting called by the
Board can act.
(ii) Proper Notice
The
second requirement of a valid meeting under Kenya laws is that all those who are
concerned with the business of the meeting andare entitled to attend,
are communicated of the date, time, place and "usiness of the meeting.
Such communication is called notice.
The
length of notice required by Section 133 for calLing a general meeting
is 21 days. Section 133, since statutory, overrides any provision in
the articles for a shorter notice, but articles can validly provide for
longer notice than that laid down by statute.
The meeting can however be called by giving a shorter notice in the following cases:-
(a) In case of an Annual General Meeting, by the consent of all the members entitled to attend and vote.
(b) In
case of any other meeting, by the consent of the members holding not
less than 5% of paid- up capital of the company or not less than 95% of
voting power.
If
members agree to accept a shorter notice, a resolution to that effect
must be recordeD in the minutes of the meeting with sufficient details
of votingn
Case Law: Bailey, Hay & Co. Re (171)
The
notice of a meeting for theVoluntary winding up of a company was short
by one dAy. All thefive members attended. ThE necessary resolution was
passed by the votes of two members, the other three ab3tained from
voting. It was held that the resolution was validly passeD with the
unanimous assent of all the members and those who abstained were treated
as having acquiesced in the winding up.
Omission to give Notice
Under Kenya laws deliberate
omission to give a notice even to one member may invalidate the
meeting. An accidental omission or non-receipt of notice by any member
doeS not inValidatE the proceedings at the meeting. “AccidentAl loss
–not deliberate”.
Case Law: Mussel white vs. CH Mussel white & Sons Ltd (1962)
M
sold shares inM Ltd to D. The payment was to be made by D to M by
instalments. M was to remain on the register of members until the last
instalment was paid. Before the last instalment was paid, an annual
general meeting was held, but M did not receive the notice of the
meeting as the directors erroneously believed that M was no longer a
member.
It was held that the failure to give notice was not incidental and the meeting held without notice was void.
Contents of the Notice;-
(i) Specify the date, place and hour of the meeting.
(ii) Statement of the business to be transacted/agenda, with sufficient details.
Special Notice
Certain powers which are exercisable by members by ordinary resolution or special resolution, requires “special notice”.
A special notice is under Kenya laws required for the following resolutions:-
(i) Removing a director.
(ii) Authorising a director who is over 70 years.
(iii) Appointment of an auditor.
(iv) Providing expressly that a retiring auditor shall not be appointed.
(iii) Quorum
Quorum
under Kenya laws means the minimum number of members who must be present in order to
constitute a valid meeting. The quorum is generally stated by articles.
Articles
53 Table A provides that no business shall be transacted at any general
meeting unless a quorum is present at the time the meeting proceeds to
business.
Three persons/members present in person shall be quorum.
Thus those members who intend to vote by proxy are not taken into account when determining whether or not a quorum is present.
Where
no provision is made as to quorum in the articles, Section 134 (c)
prescribes two members in case of private company and in other cases
three.
If the articles provide that proxies be included in quorum, then it can be counted.
Rule: If no quorum is present, there is no meeting and any business conducted is invalid.
Unless otherwise provided in the articles, if within half an hour from the time
appointed for holding a meeting of the company, a quorum is not present the meeting:-
(a) If called upon by the requisition of members stand dissolved
(b) Other cases stand adjourned to the same date in the next week at the same time, as the directors may determine.
Note: If the quorum is not present at the adjourned meeting, then the present members shall be quorum.
Quorum should be present at the time the meeting proceeds to business not present throughout or at the time of voting.
SHARP VS. DAWES RULE
One
person, except in exceptional cases cannot constitute a quorum. The
word “meeting” prima-facie means a coming together of more than one
person. Strictly speaking therefore, one shareholder cannot constitute a
meeting. This is Sharp vs. Dawes rule.
Case Law: Sharp vs. Dawes (1876)
A
general meeting of a company was called for the purpose of making a
call. Only one shareholder attended. The business of the company was
carried through including a call on the shareholders. Dawes was sued
for the call he failed to pay. In his defence, Dawes argued that the
call had not been validly made at a general meeting. It was held that
one person could not constitute a meeting.
Meltish
L.J. said, “according to ordinary English language, a meeting could no
more be constituted by one person than a meeting could have been
constituted if no share holder at all had attended. No business could be
done at such a meeting.
Re.
Sanitary Carbon Co. (1877) appeared to lend support to the above
decision as it was held that a meeting of a company attended by one
shareholder only was not validly constituted, even though that
shareholder held the proxies of all other members.
Therefore,
as a general rule, one individual alone does not constitute a meeting
even if he/she represent two or more members, for example, by being both
a member and a proxy for another member.
(iv) Chairman
The chairman:-
(i) Conducts a meeting.
(ii) He is the presiding officer.
(iii) Keeps order and conducts the meeting.
(iv) Must give members present a reasonable chance to discuss any proposed resolution.
(v) Should not adjourn the meeting without the consent of the members.
(v) Minutes of the Meeting
Section
145 of the Act states that every company must keep minutes containing a
fair and correct summary of all proceedings of general meetings and
directors in books kept for that purpose.
The
term “minutes” means official record of all the meetings of a company.
These are summary of the business transacted, decisions and the
resolutions arrived at the meeting.
Any
minute purporting to be signed by the chairman of a meeting is evidence
of the proceedings of the meeting in which it relates.
PROXIES
A
proxy under Kenya laws is an authority to represent and vote for another person at a
meeting. It is also an instrument appointing a person as a proxy. The
person so appointed is known as a proxy.
A
proxy is not entitled to act contrary to the instructions of the
appointer. Notice calling a meeting must contain the right to attend
and speak at the meeting. The right to appoint a proxy is provided
under Section 136 and any clause purporting to take away this right is
void.
Voting and Poll under Kenya law
Voting
by show of hands: - Questions arising in a general meeting are to be
decided in the first instance by show of hands. On a show of hands,
each member has one vote irrespective of the number of shares, and a
proxy cannot vote unless the articles otherwise provides.
Since
voting by show of hands does not always reflect the true interests of a
member upon a “value” basis, a provision has been made in Section 137
by virtue of which, except on the question of election of chairman or an
adjournment of meeting, the members have a statutory right to demand
that a poll be taken.
The demand for a poll may be made effective:-
(i) By the chairman.
(ii) By not less than five members having the right to vote at the meeting.
(iii) By a member representing not less than 1/10th of the total voting rights.
Vote
by show of hands is not an accurate method f ascertaining the wishes of
the members of the company because the votes of those voting by proxy
are not counted. Also it does not pay due regard to the wishes of a
member holding a large number of shares since he/she has only one vote
on a show of hands method.
A
poll is more proper and effective means of arriving at the wishes of
all the members. A poll may be demanded before or on the declaration of
the result of the voting on a show of hands.
RESOLUTIONS
Decisions
of the company are made by resolutions of its members passed at
meetings of members. A proposal when passed and accepted by the members
becomes resolution.
There are three kinds of resolutions under Kenya law:-
(i) Ordinary resolution
(ii) Special resolution
(iii) Resolutions requiring a special notice
(i) Ordinary Resolution
This
is one passed by members at a general meeting by a simple majority of
members entitled to vote therein. Simple majority means that the votes
cast either by show of hands or on a poll in favour of a particular
proposal including the casting vote of the chairman, exceeds the votes
cast against it. Votes may be cast by members in person or by proxy.
A proper notice should be given, that is, 21 days notice.
For
example, in a general meeting of a company, out of 1,000 members
entitle to vote, only 700 were present. Of the 700, 251 members vote in
favour of a resolution, 250 against it and 199 abstained from voting.
The resolution was passed by a simple majority.
Ordinary resolution is necessary for the following among other purposes:
(i) To authorise the issue of shares at discount – Section 59.
(ii) To increase the share capital.
(iii) To appoint an auditor.
(iv) To appoint directors.
(v) To declare dividend
(vi) To approve accounts
(vii) To wind up voluntarily where provision to that effect is provided by articles
Extra ordinary Resolution
This
is one which has been passed by a majority of not less than ¾th of such
members, as being entitled to do, vote in person or where proxies are
allowed, vote by proxy at a general meeting of which notice specifying
the intention to propose the resolution as extraordinary has been duly
given. This resolution is not in Kenya.
(ii) Special Resolution
A resolution shall be a special resolution, says the Act, Section 141 when:-
(i) The intention to propose the resolution as special resolution has been duly specified in the notice.
(ii) The notice required under the Act, of 21 days has been duly given
(iii) The
votes cast in favour of the resolution by members entitled to vote
either in person or by proxy are not less than three fourths of such
members as being entitled to vote in person or by proxy, where proxies
are allowed.
The votes may be cast either by show of hands or by poll.
Special
resolutions are the most vital part of the mechanism of the company. It
is by and through this instrument that the companies carry out vital
administrative and executive acts. The aim of passing special resolution
is to ensure that every important change shall be made only after due
deliberations and with the sanction of the greater body of shareholders
of the company.
The articles may provide certain types of business that requires special resolutions as follows:-
(i) To alter the objects of a company- Section 8.
(ii) To alter the articles – Section 13.
(iii) To change the name of the company – Section 20.
(iv) To create new reserve liability – Section 62.
(v) To alter the provisions of the memorandum for changing the place of registered office from one state to another.
(vi) To reduce share capital of a company – Section 69.
(vii) To appoint inspectors to inspect or investigate the affairs of the company - Section 166.
(viii) To resolve that a company be wound up by order of the court -Section 271.
(ix) To institute members’ voluntary winding up – Section 280.
(x) To authorise the liquidator to accept shares in consideration for the sale of company’s sharers.
(iii) Resolutions requiring “Special Notice”
This
resolution requires a special notice to be given to the members. A
resolution requiring a special notice may be passed by the members at a
general meeting by a simple majority or ¾th majority.
A
special resolution, for which special notice will be invalid, unless 28
days notice before the meeting at which the resolution is to be moved,
is given to the company by a member.
Special notice is required by the Act in the following matters:-
(i) A resolution at an Annual General Meeting appointing as an auditor a person other than a retiring one- Section 60.
(ii) A resolution at an Annual General Meeting to provide that a retiring auditor shall not be appointed.
(iii) A special resolution to appoint a director who is over any applicable age limit.
(iv) A
special resolution to remove a director before the expiry of his period
of office or to appoint another director in place of the removed
director – Section 185(2).