Section 53: Removal of directors

53. Removal of directors (1) A director shall cease to hold office if— (a) he fails, or ceases, to satisfy the criteria specified in section 48 or in the rules during his term of office; (b) he fails to attend 3 consecutive meetings of the Board without reasonable cause; (c) he resigns by notice in writing; (d) he is removed from office in accordance with subsection (2) or section 47 (10); or (e) in case of a secondary or tertiary society— (i) the primary or secondary society which he represents, makes a request in writing for his removal; (ii) the primary or secondary society which he represents contravenes this Act or is dormant, in liquidation or wound up; or (iii) he ceases to be a member of the primary or secondary society which he represents. C49 – 29 [Issue 9] Co-Operatives Act (2) A director may be removed from office by a resolution of a general meeting where at least 7 days’ prior notice is issued to him of the intended resolution. (3) Where a vacancy on the Board arises as a result of the removal of a director under subsection (2) or the death, resignation or insanity of a director, and the number of directors falls below the minimum prescribed by this Act, the Board shall fill the vacancy, pending the next general meeting, by co-opting from the members. (4) Notwithstanding subsection (3), the number of members co-opted shall not exceed 2 or one quarter of the Board, whichever is lower. (5) Where more than 2 directors or more than one quarter of the total number of directors, whichever is lesser, cease to be directors of the society under subsection (1), the Board shall, within 30 days, initiate procedures for convening a general meeting for the purpose of electing new directors to fill the vacancies.