ABSTRACT
However, certain safeguards are provided for directors. If such a resolution is proposed under s 303, then it requires special notice to be given, which, by s 379, is at least 28 days before the meeting at which the resolution is to be moved. As soon as the company receives notice of an intended resolution under s 303, by s 304, the company must forthwith send a copy to the director concerned and he is entitled, whether or not he is a member of the company, to attend and be heard at the meeting. Further, a director under such a threat is entitled to have representations he makes with respect to his proposed removal circulated to every member of the company or, if the company receives these representations too late, the director has the right to have them read out at the meeting. The court can refuse a director these rights in relation to representation if it is satisfied that he is using them ‘to secure needless publicity for defamatory material’ and can order the director to pay the company’s costs on any application under s 304.
