| (1) | Subject to subsection (2), a person ceases to be a director, and a vacancy arises on the board of a company— |
| (b) | in any case, if the person— |
| (ii) | in the case of an ex offıcio director, ceases to hold the office, title, designation or similar status that entitled the person to be an ex officio director; |
| (iii) | becomes incapacitated to the extent that the person is unable to perform the functions of a director, and is unlikely to regain that capacity within a reasonable time, subject to section 71(3); |
| (iv) | is declared delinquent by a court, or placed on probation under conditions that are inconsistent with continuing to be a director of the company, in terms of section 162; |
| (v) | becomes ineligible or disqualified in terms of section 69, subject to section 71(3); or |
| (aa) | by resolution of the shareholders in terms of section 71(1); |
| (bb) | by resolution of the board in terms of section 71(3); or |
| (cc) | by order of the court in terms of section 71(5) or (6). |
| (2) | If, in terms of section 71(3), the board of a company has removed a director, a vacancy on the board does not arise until the later of— |
| (a) | the expiry of the time for filing an application for review in terms of section 71(5); or |
| (b) | the granting of an order by the court on such an application, |
but the director is suspended from office during that time.
| (3) | If a vacancy arises on the board, other than as a result of an ex officio director ceasing to hold that office, it must be filled by— |
| (b) | subject to subsection (4), by a new election conducted— |
| (ii) | in any other case, within six months after the vacancy arose— |
| (4) | If, as a result of a vacancy arising on the board of a company there are no remaining directors of a company, any holder of voting rights entitled to be exercised in the election of a director may convene a meeting for the purpose of such an election. |
| (5) | A person contemplated in subsection (4) may apply to a court for relief, and the court may grant a supervisory order relating to a meeting convened in terms of that paragraph if the court is satisfied that such an order is required to prevent the oppression, or preserve the rights, of any shareholder. |
| (6) | Every company must file a notice within 10 business days after a person becomes or ceases to be a director of the company. |
