8.3 Removal and vacation of office


A director can leave office either by vacation or removal

  1. Vacation

This is the voluntary quitting of office by a director. It can happen anytime during the director’s tenure of office and for my reason such as ill health, age or agreement with the board. A director who is vacating office must follow the procedure if any laid down in the articles. He must give notice of such intention to vacate and his reasons. He should avail himself so that he can sort out his rights and obligations. He becomes liable for anything done while he was a director but not thereafter, hence, the date of his vacation is important for the purpose of determining his liability or otherwise for wrong acts.

  1. Removal

This is when a director is forced to quit the position as a director. He may be removed either by operation of law or by the company on the following grounds:

  • If a director is in breach of his statutory qualification, the consequence is that the law operates immediately to remove him from such appointment.
  • When the company goes into liquidation, the directors cease to hold office.
  • A company may remove a director by ordinary resolution for which a special notice has been given to the members.

The company must send a copy of the notice to the director concerned who shall be entitled to speak in his own defense at the general meeting. A removed director may claim compensation for the loss of office. If the vacancy created by the removal is not filled at the meeting by which he is removed, it may be filled by the directors as a casual vacancy.