Sir John's tuto Q

1. 1) Explain how directors are sacked
a) in public company
Sec 128(1) – a public company may remove a director by an ordinary resolution
before the expiration of his period of office, regardless if there’s anything in the
memorandum or articles or in any agreement between it and him. However, if a
director is removed was appointed to represent the interest of any particular
class of shareholder the resolution to remove him cannot take place until there is
a replacement.
Sec 128(2) – A special notice within 28 days (Sec 153) shall be given to the
directors to sack him . He is also entitled to being heard on resolution at the
meeting.
Sec 128(3) –
Sec 128(8) only the members via ordinary resolution in general meeting can
remove directors, NOT another director.
Saliappan v Lim Yoke Fan
-company’s article said director can be removed prior to a 7 days notice given a t
a general meeting.
-Pt gave notice 3 days before the meeting
-Pt was elected at meeting. Df refused to vacate office
CT HELD: Sec 128 is not mandatory to be followed. Power to remove co exist
with Articles because removal could be effected in accordance with article which
provided for a shorter notice . However, sebab bagi 3 days notice inconsistent
with Article has deemed it to be in improper notice.
b) in private company
- depending on the M&A of the company
- follow Table A Art 69
2) Can a director who refuses to go to board meetings be removed
Table A, Art 72(f)
- more than 6 months if absent without permission of directors from
meeting of the directors held during that period.
- However, temporary periodic (Sec 28; can be away but not more than 21
days) absence is not a problem
Fong Poh Yoke v The Central Construction

2. The term ‘residence’ in Sec 122(1) connotes residence in one place with some
degree of continuity. F a person resides in Spore he is not entitled to claim
residence in Msia for the purpose of Sec 122(1)’ The requirement that each
company must at least have 2 directors exclude an alternate or substitute
director [ Sec 122(1A)]
3) State the consequences of a breach of Sec130A for a director
Sec130 A – disqualification of directors of insolvent company
Consequences
Sec 130A (1): he is disqualified by order of court
Sec 130A (3): notice be given not less than 10 days
Queck Leng Chai v AG
a) court must look into the structure and nature of company’s business
b) director general connection
c) the interest/risk to shareholders, creditors, employees & general public
d) the nature of the offence & director involvement
4) Explain whether a failure of share qualification can be a ground of sacking
Sec 124 – qualification of director
Sec 122(7) - can sack director despite the number of director will be less than 2
IF he has not obtain his qualification shares within stipulated period