fullscreen: Secretarial practice

156 SECRETARIAL PRACTICE 
to alternates, and may be regarded in practice as a con- 
tinuing requirement; that is to say, the name of the director 
and his alternate are displayed on these documents even 
though the alternate may be at any given time acting for 
his appointor, or vice versa. 
The provision in s. 146, under which a limited company 
may have directors with unlimited liability will not neces- 
sarily apply to an alternate, but this point will be governed 
by the provisions of the clause of the articles of association 
governing the appointment of alternates. In the absence of 
any liability of this nature for an alternate of a director whose 
liability is unlimited, the alternate would appear to incur no 
personal liability, even though the loss occurred while the 
alternate was acting for his appointor. It is probable, how- 
ever, that the liability of the appointor would remain, even 
though he was not acting as director at the time. 
The personal liability of an alternate does not appear to be 
affected by his presence at a meeting of the company passing 
under s. 147 a special resolution rendering unlimited the 
liability of the directors, because his position is governed 
by the particular clause in the articles of association dealing 
with alternates and their qualification and liability (if any). 
An alternate director can resign to the board if he desires to 
retire before the termination of his prescribed term (if any) 
unless precluded by the articles or by specific agreement on 
the point with his appointor. 
The requirement in s. 148 of the Companies Act, 1929, for 
a statement as to the remuneration of directors to be furnished 
to shareholders does not apply to the remuneration of an 
alternate if, as is usually the case, he is remunerated by his 
appointor, since the section contemplates only disclosure of 
the amount paid by the company. The obligation as to 
disclosure by directors of their interest in contracts for which 
provision is made in s. 149, attaches also to an alternate, 
because while so acting he has all the powers of a director, 
including voting on contracts made by the company. 
The question of the application to an alternate of s. 150, 
which makes provision as to payments received by directors 
for loss of office or on retirement, would not normally apply 
to an alternate; but the point is one depending on the pro- 
posals in a particular case. The limitations on the efficacy 
of an assignment of office by a director imposéd by s. 151, 
do not affect the appointment of an alternate, at any rate, 
anless the director making the appointment is under the 
particular articles relieved of liability for the acts of his
	        
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