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Removal Of Director Resolution

Removal Of Director Resolution Template for New Zealand

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Key Requirements PROMPT example:

Removal Of Director Resolution

"I need a Removal of Director Resolution for our New Zealand private company to remove a director due to a conflict of interest, with the resolution to take effect from March 15, 2025, and including provisions for the return of company property and ongoing confidentiality obligations."

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Document background
The Removal of Director Resolution is a crucial corporate governance document used when a company needs to formally remove a director from its board. Under New Zealand law, particularly the Companies Act 1993, this document must meet specific legal requirements and typically follows either a shareholders' resolution or a board decision, depending on the company's constitution and circumstances. The resolution should be used when there is a valid reason for director removal, such as misconduct, consistent underperformance, or other grounds specified in the company's constitution. It must include essential details such as the director's identification, the basis for removal, voting results, and compliance with notice requirements. The document serves as official evidence of the removal decision and helps protect the company's interests by ensuring proper procedure is followed.
Suggested Sections

1. Company Details: Full legal name of the company, company number, and registered office address

2. Date of Resolution: The date on which the resolution is passed or takes effect

3. Meeting Details: Whether the resolution was passed at a shareholders' meeting or by written resolution, including date, time, and location if applicable

4. Director Identification: Full name and details of the director being removed

5. Resolution Statement: Formal statement of the resolution to remove the director

6. Statutory Authority: Reference to relevant sections of the Companies Act 1993 and company constitution authorizing the removal

7. Voting Results: Record of the votes cast, including numbers for, against, and abstaining

8. Certification: Signature section for the chairperson or authorized person to certify the resolution

Optional Sections

1. Notice Details: Details of notice given to the director and their right to make representations, used when removal is by shareholders

2. Director's Representations: Summary of any representations made by the director regarding their removal, if applicable

3. Share Transfer Requirements: Include if the director holds qualifying shares that need to be transferred

4. Company Property Return: List of company property to be returned, include if director has company assets in their possession

5. Confidentiality Obligations: Reminder of ongoing confidentiality obligations, include for directors with access to sensitive information

6. Resignation of Related Positions: Include if director holds other positions (e.g., committee memberships) that are affected

7. Outstanding Matters: Address any ongoing projects or responsibilities that need transition, if applicable

Suggested Schedules

1. Voting Record: Detailed record of votes cast, including proxy votes and voting power calculations

2. Company Property List: Itemized list of company property to be returned by the departing director

3. Director's Written Representations: Full text of any written representations made by the director regarding their removal

4. Notice Documentation: Copies of notices sent to the director and proof of service

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Construction

Energy

Transportation

Agriculture

Mining

Education

Telecommunications

Hospitality

Non-Profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board Administration

Risk Management

Corporate Affairs

Executive Office

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Secretary

Compliance Officer

Corporate Governance Manager

Risk Manager

Board Director

Chairman of the Board

Chief Legal Officer

Company Director

Corporate Affairs Manager

Governance Specialist

Legal Administrator

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, particularly sections 156-157 regarding removal of directors, section 161 regarding qualifying shares, and sections 120-122 regarding shareholder meetings and resolutions
Employment Relations Act 2000: Relevant if the director holds an employment position within the company, as removal from directorship might impact employment status and rights
Financial Markets Conduct Act 2013: Applicable if the company is listed, requiring consideration of disclosure obligations and market notification requirements when removing a director
Personal Property Securities Act 1999: May be relevant if the director has provided personal guarantees or has security interests registered against company assets that need to be addressed upon removal
Constitution of the Company: While not legislation, the company's constitution must be consulted as it may contain specific provisions regarding director removal procedures and requirements
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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