DIRECTORS

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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.