DIRECTORS

[55
of a consent in writing to act as director does not apply to
an alternate.

The question of the application of s. 141, which provides
for a share qualification of a director, will depend upon the
provisions of the clause in the articles of association governing
his appointment. If a share qualification is required it must
be taken up irrespective of the period during which the
alternate acts, and in default the alternate will be liable to
the statutory penalty. The disqualification for the office of
director imposed by s. 142 applies equally to an alternate,
and the penalties under that section would appear to attach
equally to a director and an alternate.

The protection to third parties afforded by s. 143 of the
Act providing for the validity of acts of directors notwith-
standing any defect that may afterwards be discovered in the
appointment or qualification extends to the acts of alternate
directors, notwithstanding that as the director purporting
to make the appointment was not in fact a director, the
alternate director is not in law a director at all. The register of
directors required to be kept under s. 144 must contain an
entry of the appointment of an alternate, and the same notice
must be sent to the Registrar of Companies for filing in the
case of an alternate as is required for a director. Likewise
notice must be filed with the Registrar of any change of any
particulars contained in the register [sub-s. (2)].

Although an alternate director is responsible to the company
for his acts or defaults, it must be remembered that a director
is from certain points of view an agent, and that an agent has
no implied power to delegate his authority to another. If
he has express power to do so, as in the case of an article
empowering a director to appoint an alternate, the position
may then well be that the alternate is the agent of his ap-
pointor, in which case the legal doctrine that a principal is
responsible for the acts of his agent, which was dealt with at
length by the House of Lords in Lloyd v. Grace Smath
(1912); A.C. 716 (The Secretary, Vol. IX, p. 378), may be
thought to apply, and then the appointing director might
be responsible for the delinquencies of his alternate. The
precise provisions of any particular set of articles might have,
however, a material bearing on the matter, and therefore the
position of an alternate may vary in different companies. A
director and his alternate do not act simultaneously, but
alternatively; so that when a director resumes his directoral
functions his alternate ceases to act.

The requirement of s. 145 for the display of particulars in
respect of directors in trade catalogues, circulars, etc., applies