Removal of directors: shareholder resolution permits removal but ensures hearing, circulation of representations, and vacancy filling rules. A company may remove a director by ordinary resolution after affording a reasonable opportunity to be heard, with special notice required. An independent director re appointed for a second term requires removal by special resolution. The director is entitled to receive the removal notice, be heard, and have written representations circulated to members if requested, subject to Tribunal limits. A replacement may be appointed at the meeting (holding office until the predecessor's term) or filled as a casual vacancy, but the removed director cannot be re appointed by the Board; contractual compensation rights and other removal powers remain intact.