1) A family-run private limited company has only two directors, A & B, both of whom are first directors as well as permanent directors stipulated in the Articles of Association.
2) Director B has transferred all his shares (including the qualification shares) by way of a gift deed in favour of Director A.
3) Notwithstanding the transfer of shares, Director B continues to hold the directorship.
Director B now wants to resign the directorship position and cease to be a shareholder as well, and have him replaced with a new director but is presented with the following issues:
(a) that he has unwittingly transferred all his shares including the qualification shares before resigning the directorship,
(b) that he cannot resign his directorship position unless the Articles are amended.
Given the above facts, what steps and procedures should be taken to accomplish Director B’s resignation?