ADVOKS GLOBAL · KENYA
Companies Act
141. Director’s right to protest against removal
Edition: 2024-12-27 · In force
141. Director’s right to protest against removal
(1)On receipt of notice of a motion for a resolution to remove a director under section 139, the company shall send a copy of the notice to the director concerned.(2)The director, whether or not a member of the company may be heard on the discussion of the motion at the meeting.(3)Subsection (4) applies when notice is given of a proposed resolution to remove a director under section 139.(4)Within twenty-one days after the notice is given, the director may make, with respect to the motion representations in writing to the company and request that the members of the company be notified of the director's representations.(5)On receipt of any such a request, the company shall, unless the representations are received by it too late for it to do so—(a)in any notice of the resolution given to members of the company, state the fact of the representations having been made; and(b)send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company.(6)If a copy of the representations is not sent as required by subsection (5) because the representations were received too late or because of the company's default, the director may orally require the representations to be read out at the meeting.(7)If the company or a person affected claims that the representations made by the director contain defamatory matter, the company or the person may apply to the Court for an order under subsection (9).(8)The director is entitled to be served with a copy of such an application and to be heard at the hearing of the application by the Court.(9)On the hearing of such an application, the Court shall, if satisfied that the representations of the director contain defamatory matter, make an order that they need not be sent out to the company's members and need not be read out at the meeting, but if not so satisfied, it shall dismiss the application.(10)If the Court has made an order under subsection (9)—(a)copies of the director's representations need not be sent out to the company's members; and(b)those representations need not be read out at the meeting.