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Removal of directors
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62. (1) An ICAV may by ordinary resolution remove a director before the end of the director’s period of office despite anything in its instrument of incorporation or in any agreement between the ICAV and the director.
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(2) In the case of a resolution to remove a director under this section, or to appoint somebody instead of the director so removed at the meeting at which he or she is removed, the following provisions shall apply:
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(a) the ICAV shall be given not less than 28 days’ notice of the intention to move the resolution unless the directors of the ICAV have resolved to submit it;
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(b) on receipt of the notice the ICAV shall forthwith send a copy of the resolution to the director concerned, and the director (whether or not a member of the ICAV) shall be entitled to be heard on the resolution at the meeting;
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(c) the ICAV shall give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of it, either by advertisement in a daily newspaper circulating in the district in which the registered office of the ICAV is situated or in any other mode allowed by the instrument of incorporation not less than 21 days before the date of the meeting.
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(3) If subsection (2) has not been complied with, the resolution shall, subject to subsection (4), not be effective.
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(4) If, after notice of the intention to move a resolution such as is mentioned in subsection (2) has been given to the ICAV, a meeting is called for a date 28 days or less after the date on which the notice has been given, the notice, though not given within the time required by paragraph (a) of subsection (2), shall be deemed to have been properly given for the purposes of that paragraph.
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(5) Subject to subsection (7), where notice is given of an intended resolution to remove a director and the director concerned makes in relation to the resolution representations in writing to the ICAV (not exceeding a reasonable length) and requests their notification to the members of the ICAV, the ICAV shall (unless the representations are received by it too late for it to do so)—
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(a) in any notice of the resolution given to members of the ICAV, state the fact that the representations have been made, and
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(b) send a copy of the representations to every member of the ICAV to whom notice of the meeting is sent (whether before or after receipt of the representations by the ICAV).
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(6) If a copy of the representations is not sent as mentioned in subsection (5) (whether because they were received too late or because of the ICAV’s default), the director may (without prejudice to his or her right to be heard orally) require that the representations be read out at the meeting.
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(7) Copies of the representations need not be sent out, and the representations need not be read out at the meeting, as mentioned in subsection (5) or (6), if, on the application either of the ICAV or of any other person who claims to be aggrieved, the High Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and orders that those things need not be done.
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(8) The High Court may order the ICAV’s costs on an application under subsection (7) to be paid in whole or in part by the director concerned, even if the director is not a party to the application.
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