On the specific facts it has been superseded by the Companies Act 2006 section 168, which allows a director to be removed through an ordinary majority resolution of the general meeting.

At a general meeting, the shareholders passed a resolution to remove two directors who were not yet due to retire, and elected two others instead.

[1] The Court of Appeal held that the company's articles could not be disregarded through a shareholder resolution.

[2] The appeal in this case is brought against an order of Vice-Chancellor Bristowe, and it certainly raises a new question, namely, whether without express statutory authority a company can in general meeting remove its directors.

They also have the power if they think fit, but not otherwise, of adopting the rules contained in Schedule A. to the Act of Parliament.

There is one section of those regulations which it is material to consider, because it has a bearing on the general terms of the Act of Parliament.

65 of Table A.: “The company in general meeting may by a special resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead; the person so appointed shall hold office during such time only as the director in whose place he is appointed would have held the same if he had not been removed.” So that it is plain that the enactors of this Act of Parliament did not imagine that there was an express power to remove in the Act of Parliament itself, otherwise this would have been entirely superfluous.

It appears to me there is no doctrine of the Common Law, and there is no statutory provision which enables you to vary the contract entered into between the members that the directors shall hold office for a given period, supposing there is a contract which does not contain the power of removal.

The 44th clause is relied on: “The company may from time to time by a resolution passed by at least three-fourths of the votes of the shareholders present personally or by proxy at any extraordinary meeting, repeal, alter, or add to any of the regulations of the company, whether contained in the articles of association or not, provided that such resolution be confined to the object or business specified in the notice convening the meeting.” Then the 45th clause requires seven days' notice at least, “specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held.” Then clause 46: “Any shareholder may, on giving not less than three days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting,” which is to be left under the 47th at the registered office of the company.

Now, that being the position of matters, it is suggested that under clause 44 the company can by resolution remove two directors.

They have not altered them in the least, but they have passed a simple resolution that two specially named directors shall be removed from office.

I do not think it is possible to find language that would more happily express my view than that of Lord Justice Cotton.

It is a mistake to suppose that a law and a privilegium are the same, or that you are really altering the regulations when you are attempting to deprive an individual of the benefit of them.