X, Y and Z are the only shareholders in XYZ Ltd each holding 1,000 ordinary £1 shares. X is the only director of the company. The articles of association of XYZ Ltd provide that “in the event of any proposal to dismiss a director by ordinary resolution, the votes of the director are to count 3 times.” Which ONE of the following is CORRECT?


X, Y and Z are the only shareholders in XYZ Ltd each holding 1,000 ordinary £1 shares. X is the only director of the company. The articles of association of XYZ Ltd provide that “in the event of any proposal to dismiss a director by ordinary resolution, the votes of the director are to count 3 times.” Which ONE of the following is CORRECT?
A . X will be able to rely on the provision in the articles and outvote any proposal to dismiss him as a director.
B . The provision in the articles is void as it effectively means that X is irremovable as a director of XYZ Ltd.
C . The clause in the articles cannot be used by X as it is not an ordinary membership right.
D . The company would be able to pass a special resolution removing the provision in the articles and then dismiss X by passing an ordinary resolution.

Answer: A

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