(b ) except with the leave of the court, any person who has at any time been adjudged or otherwise declared insolvent or bankrupt under a law in force in Zimbabwe or any other country, and has not been rehabilitated or discharged; (c) except with the leave of the court, any person who has at any time been convicted, whether in Zimbabwe or elsewhere, of theft, fraud, forgery or uttering a forged document or perjury and has been sentenced for that offence to imprisonment without the option of a fine or to a fine exceeding level five; (d ) except with the leave of the court, any person who has been removed by a competent court from an office of trust on account of misconduct. (2 ) A secretary of a company shall cease to hold office as such if— (a ) he has at any time been or is adjudged or otherwise declared insolvent or bankrupt under a law in force in Zimbabwe or any other country, whether before or after the date of commencement of the General Laws Amendment (No. 2) Act, 2002; or (b ) he is convicted, whether in Zimbabwe or elsewhere, of theft, fraud, forgery or uttering a forged doc ument or perjury and has been sentenced therefor to serve a term of imprisonment without the option of a fine or to a fine exceeding level five; or (c) he is removed by a competent court from any office of trust on account of misconduct. (3 ) If a person who is disqualified under this section from being or continuing to be a secretary of any co mpany directly or indirectly takes part in or is concerned in the management of any company, he shall be guilty of an offence and liable to a fine not exceeding level seven or to imprisonment for a period not exceeding two years or to both such fine and such imprisonment. (4 ) Nothing in this section shall be deemed to prevent a company from applying under its regulations any further disqualification for the appointment of, or the retention of office by, a secretary. [Section inserted by section 32 of Act No. 14 of 2002 174 Appointment of directors to be voted on individually (1 ) At a general meeting of a company other than a private company a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. (2 ) A resolution moved in contravention of subsection (1 ) shall be void, whether or not its being so moved was objected to at the time: Provided that— (i) this subsection shall not be taken as excluding the operation of section one hundred and seventy; (ii) where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment shall apply. (3 ) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for his appointment. 175 Removal of directors (1 ) A company may, by resolution of which special notice has been given, remove a director before the expiration of his period of office notwithstanding anything in its articles or in any agreement between it and him: Provided that this subsection shall not, in the case of a private company, authorize the removal of a director holding office for life on the 1st January, 1952, whether or not subject to retirement under an a ge limit by virtue of the articles or otherwise. (2 ) Where the director concerned makes, with respect to the intended resolution, representations in writing to the company, not exceeding one thousand words, and requests their notification to members of th e company, the company shall, unless the representations are received by it too late for it to do so— (a ) in any notice of the resolution given to members of the company state the fact of the representations having been made; and (b ) send a copy of the representations to every member of the company to whom notice of the meeting is or has been sent; and if a copy of the representations is not sent as aforesaid because it was received too late or because of the company’s default, the director may, without prejudice to his right to be heard orally, require that the representations shall be read out at the meeting: Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company’s costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application. (3 ) A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.