Removal of Directors

Summary

This practice note covers the process for removing a director of a corporation. In particular, a director may be removed where they cease to hold office under the legislation, which includes where the director dies or resigns, is removed by ordinary resolution of shareholders, or becomes disqualified by being of unsound mind or bankrupt. It explains the removal of a director by the shareholders, which is completed by ordinary resolution at a special meeting called for that purpose. It also sets out the removal of directors by court order and what constitutes oppressive conduct warranting use of the oppression remedy by providing a discussion of relevant case law. Last, it contemplates whether the removal of directors by the board is permitted under the legislation and case law.