Byers, J.

1. The only questions which arise in this second appeal are whether the resolution of the directors of the defendant bank removing the appellant from the board of directors was ultra, vires and, if so, the damages to which he is entitled.

2. The respondents rely on article 78 (g) of the articles of association, which declares that the office of a director shall ipso facto be vacated:

if he resigns, or fox any other reason becomes incapable of acting as a director.

The ground on which the defendants relied to declare that the appellant had vacated his office was that he had defaulted in repaying a loan taken by him some years previously. The directors had earlier passed a rule that any director defaulting in repayment of a loan taken by him as principal borrower would cease to be a director. This rule, the respondents learned advocate informs me, was passed under the powers conveyed by article 67 of the articles. This is clearly procedural only and gives no power to the directors to frame fresh articles of association. The removal of a director was already provided for in article 62 of the articles and this required an extraordinary resolution of the Bank. This rule wa