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Removing A Director By Ordinary Resolution

Removing A Director By Ordinary Resolution Template for New Zealand

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Key Requirements PROMPT example:

Removing A Director By Ordinary Resolution

"I need a Removing A Director By Ordinary Resolution document for our New Zealand private company to remove a non-executive director who has consistently failed to attend board meetings for the past 6 months, with the removal to take effect from March 15, 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




















Clauses



















Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Transportation

Mining

Agriculture

Construction

Telecommunications

Education

All Corporate Sectors

Relevant Teams

Legal

Corporate Governance

Board Administration

Company Secretariat

Compliance

Corporate Affairs

Shareholder Relations

Executive Office

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Secretary

Corporate Governance Officer

Director of Legal Affairs

Board Member

Chairman of the Board

Chief Legal Officer

Corporate Services Manager

Shareholder Relations Manager

Corporate Communications Director

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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Removing A Director By Ordinary Resolution

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