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Aug 6th, 2022
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How to Erase Directors' Resolution

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welcome to the ejf board learning series uh this week were going to talk or this month were going to talk about conflict resolution in associations so um Id like to introduce Todd sinkins and Leslie Brown from race Broome who will be our main panelist on this discussion um for those of you that attend these on a regular basis I think this ones going to look a little different Todd and Leslie are going to present some best practices for you know conflict avoidance maybe and then also how we could start dealing with the conflicts and then we were going to share some you know War Stories as we put it and success stories and allow for questions and answers so Im going to go ahead and mute and turn this over to Todd and Leslie um let me share the results of the poll everybody on this call says that their Association is friendly and conflict is rare so were really were happy to hear that so all right Todd and Leslie Ill turn this over to you well thank you mirror um I certainly appr

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Director removal under the Companies Act Under section 168(1) of the Act, shareholders can remove a director by passing an ordinary resolution at a meeting of the company.
Directors can only be removed by ordinary resolution passed at a general meeting of the company. Public companies cannot use the written resolution procedure in any event.
NB: Private limited companies cannot use the written resolution procedure to remove a director. Consequently, private limited companies cannot pass a written ordinary resolution to remove a director. Directors can only be removed by ordinary resolution passed at a general meeting of the company.
Meetings and Resolutions To pass a resolution to remove a director from office, you must give a notice of intention to pass this resolution to the company. You must do this at least two months before you schedule the meeting to be held.
The Statutory Procedure A shareholder wishing to propose a resolution to remove a director must give special notice of his intention to the company. On receipt of this special notice, the board of directors must call a general meeting of the shareholders of the company to consider the proposed resolution.
A director holds office at the wish of the shareholders. They can be removed by passing an ordinary resolution at a meeting of the shareholders. The meeting need give no reason.
Removal of directors and officers is resolved by a vote of shareholders in a special meeting, by majority vote of the shareholders. Alternatively, a shareholders resolution, documenting in writing the decision made by shareholders, must be signed and placed in the corporations minute book.
Removal of Directors by Shareholders Meetings Section 109(1) of the CBCA and section 122(1) of the OBCA provide that a director of a corporation may be removed by an ordinary resolution of the shareholders passed at a special meeting of shareholders called for that purpose.

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