<p>Hi Stephen</p>

<p>Here is the follow up email from the lawyers outlining the process. However, depending on what the aim is it might need to be a different process. We can discuss tomorrow,</p>

<p>--------&nbsp;</p>

<p>Thank you for your email to Alex yesterday. By way of follow-up to your call with her earlier, I have set out the key points and processes below for removal of a director.&nbsp; Alex will send you a separate email as well.</p>

<p>&nbsp;</p>

<ul>
	<li>Where there is no agreement between the board and the director as to the removal, the members of the company have the right to remove a director by passing an ordinary (50% or more majority) resolution (as Alex mentioned, this is on a show of hands with one vote per shareholder, but if a poll is demanded it would be on the basis of the number of shares held). This is effective regardless of any service agreement between the company and the director.</li>
</ul>

<ul>
	<li>However, a valid removal process does not prevent a breach of contract claim being brought by the director if the removal is in direct opposition to their service contract, so some care should be taken to check the terms of the contract.</li>
</ul>

<ul>
	<li>A director who is being removed has the right to be heard on the removal resolution at the general meeting, and may make written representations prior to the meeting. Additionally, the resolution may not be passed as a written resolution, a meeting must be held.</li>
</ul>

<ul>
	<li>We assume there remain no shareholders agreements in place which may have any special rights associated with voting.</li>
</ul>

<p>&nbsp;</p>

<ul>
	<li>The steps required by the Companies Act are as follows:</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>The members of the company can require the directors to hold a general meeting. The directors will be obliged to call the meeting once they receive requests from members representing at least 5% of the paid-up voting share capital of the company. This can come from a single member who holds the necessary 5%, but where companies have some non-voting shares or partly paid shares the calculation should be done carefully to make sure the threshold is met;</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>The members must forward a request for a meeting to the directors. The request needs to include the general nature of the business &ndash; in this case it must contain a special notice of the resolution to remove a director. It can also include the wording of the resolutions being proposed.</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>The request can be in hard form or electronic, and should be authenticated by those making it. It is also best practice for members to send the request by a method that confirms receipt (such as recorded delivery), as this can avoid complications or disputes around when a request was received;</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>A copy of the special notice and any proposed resolution should be sent to the director immediately on its receipt by the company;</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>The directors will need to hold a board meeting to convene a general meeting. This should be done without delay, the general meeting needs to be convened (i.e. notice should be circulated) within 21 days of the threshold for member&#39;s requests being passed (details above);</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>Notice of the general meeting should be circulated to members, and the meeting itself must be within 28 days of the notice;</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>Notice should be sent from the Company to the director informing them of the special notice, notifying them of their rights and of the date for the general meeting;</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>If written representations are received from the director in advance of the meeting, they should be circulated to members;</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>Resolution to remove the director can pass with a simple majority at the general meeting, and the director can make representations if they chose to. The meeting should be minuted.</li>
	</ul>
	</li>
</ul>

<ul>
	<li>
	<ul style="list-style-type:circle">
		<li>File companies house forms within 14 days and update registers/statutory books.</li>
	</ul>
	</li>
</ul>

<p>&nbsp;</p>

<p>I hope this helps to clarify the process, if you would like us to assist with preparing documents for any of the companies do please let us know.</p>

<p>&nbsp;</p>