Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

DIRECTORS Cy disclose his interest at the meeting of the directors at which the contract is first taken into consideration, or if the director was not then interested, or did not become interested until after the contract was made, at the next meeting after he became interested (s. 149). This section is very wide and every secretary should take legal advice as to its operation n the case of his own company. The articles usually prohibit a director voting on contracts in which he is interested though this is sometimes relaxed where it is impossible otherwise to get an independent quorum, e.g. in the case of a contract between a company and its subsidiary company. A board meeting of a number less than the quorum pre- scribed by the regulations is invalid [Faure Electric Accumulator Co. (1888), 40 Ch. D. 141]; and where a director may not vote on any matter in which he is interested, he does not count towards a quorum for such business [re Greymouth Point Elizabeth Co. (1904), 1 Ch. 32; North Eastern Insurance Co. (1919), 1 Ch. 198], e.g. where the business is the allotment of shares to himself [Neal v. Quinn (1916), W.N. 223]. Most companies have a clause empowering directors to act in spite of vacancies; but this will not enable them to act unless they form a quorum [Newhaven Local Board v. Newhaven School Board (1885), 30 Ch. D. 350]. Ordinary board meetings are usually held at fixed intervals ‘e.g. once a fortnight) at some fixed hour and place; extra- ordinary board meetings are usually summoned by the secretary or one or more of the directors. Notice ought to be given to the directors of such ordinary board meetings; if they are not held at such fixed intervals, notice must, to ansure a valid meeting, always be given to all the directors "Portuguese Copper Mines, Steele's Case (1889)], 42 Ch. D. 160]; but not if they are so far as to be out of reach, though mere absence abroad, e.g. residence in Calais, the company’s office being in Dover, would not dispense with the necessity for notice. [Halifax Sugar Co. v. Francklyn (1890), 59 L.]J. Ch. 591]. An accidental meeting of directors cannot be treated as a board meeting against the wish of one of them "Barron v. Potter (1914), 1 Ch. 895]. The notice need not state what business is to be transacted, unless it is so provided in the articles [Compagnie de Mayville v. Whitley (1896), 1 Ch. #88), or in the regulations made by the directors them- selves; but it is advisable to specify the business in the case of a notice of a special board meeting. As regards the length of notice, subject to any provision in the articles or to any regulation made by the directors, no special length of notice is required. but the notice should be a reasonable one. Time and Notice.

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