Managing Director - Gross Misconduct?

How about having a chat with the third director and come to a solution regarding director number 2.
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Instead of taking harsh action, I would definitely arrange a meeting with all of the directors - if this can't be done face to face, then try a conference telephone or video call (ie webcam).

It may just be that you need to make sure that he understands his duties and responsibilities as a director, and just remind him that any mistakes made by ANY of the directors could have repurcusions on ALL of the directors, not to mention the company.

Hope this helps.

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As one of three directors of a small so far non profit company

it has come to my attention that the managing director

has been sending out company buisness letters without our registration number on them

This is not a serious offence but is not lawful. This should be on all letterhead so can be remedied quite easily.

hasn't called an agm within 18 months of the incorporation of the company

Any director can call this and it is common in small companies for there to be more regular meetings and nominate one of those as the AGM. If this was a concern why did not one of the other directors intervene and if it is a sticking point now then call the meeting and move on.

hasn't issued contracts of employment

Again any director can do this and it is likely that an offer of employment will have gone out to the employee, depending on the contents of that it may constitute an employment contract. Again this can be rectified now quite easily.

any advice what I should do as I am also a director

I think a better and more communicative business policy would be helpful here. Whilst these items together show some sloppiness the main concern to me is the lack of support the MD can expect when something goes wrong. That has to be bad for your business on other levels where the can is carried by one person only.

Get some director's roles and service level agreements drawn up before another ommission becomes real gross misconduct as what you describe above seems to be careless and sloppy but not to any benefit to the MD. Good service level agreements for the roles and responsibilities of all the directors together with penalties and remedies for poor behaviour will get you back on track.

I suspect there are other issues which these items are just the last straw but you need to take care in dealing with an underperforming director and have proper measurements for behaviour in place before taking action.