Removing a director
Removal by members
Members can put forward a resolution for a general meeting to remove one or more directors. Members can do this despite anything in:
- the corporation’s rule book
- an agreement between the corporation and the director
- an agreement between any or all members of the corporation and the director.
To remove a director, members must give a notice of their intention to remove one or more directors to the corporation at least 21 days before the meeting. The corporation must then inform the director(s) and the director(s) must be given the opportunity to put their case to members.
The corporation is required to give the director a copy of the notice as soon as possible after receiving the notice from the members. Directors who face being removed have the right to put their case to members as to why they should not be removed in 2 ways:
- by giving the corporation a written statement for circulation to members
- speaking to the motion at the general meeting.
Removal by directors
Directors can only remove a fellow director if the director has failed to attend 3 or more directors’ meetings in a row, without a reasonable excuse.
Directors must give the director:
- a written notice
- 14 days to object in writing.
If the director objects, they cannot be removed by the other directors alone. The removal must then be decided by members at a general meeting through a resolution.
Suspending a director
The Registrar will not approve rules in a corporation’s rule book that allow the suspension of directors. The Registrar ceased registering director suspension rules in March 2026. Existing director suspension rules that were registered prior to March 2026 may be revoked.
Learn more about rules about suspending directors.
More information
Your rule book sets out information about appointing and removing directors.