148

SECRETARIAL PRACTICE
article providing that a director vacates office, ‘if he is con-
cerned in or participates in the profits of any contract with the
company,” means that he vacates office if he, or a firm of which
he is a member, is concerned in any contract with the com-
pany, though he has not participated in the profits [Star
Steam Laundry v. Dukas (1913), 108 L.T. 367].

Fees The company may recover from a director any fees errone-

erroneously ously paid to him while disqualified [Bodega Co. (1904), 1 Ch.

paid. 276]. If disqualified under s. 141 by reason of not holding
his qualification shares he is liable to a penalty of £5 for
every day on which he acts as director.

It is usual to provide that a director shall be removed by
special resolution only. The Court guards the position of a
director jealously; and it will grant an injunction against
anyone preventing the director from acting [Pulbrook v.
Richmond Mining Co. (1878), 9 Ch. D. 610], unless the share-
holders pass a resolution that they do not desire him to act
as director [Harben v. Phillips (1883), 23 C.D. 14; Bainbridge
v. Smith (1889), 41 C. D. 462].

The articles usually provide that a director may resign.
A resignation, when given, cannot generally be withdrawn
(Glossop v. Glossop (1907), 2 Ch. 370].

The most convenient way for a director to resign, where the
articles do not provide for his resignation, is for him to part
with his qualification shares and so ipso facto cease to be a
director.

Sometimes it is provided in the regulations of a company
that the directors shall retire year by year by rotation. This
provision is a convenient one, for a director anxious to retire
need not offer himself for re-election; and a company anxious
to remove a director may refuse to re-elect him after his retire-
ment by rotation. If, as is often the case, the articles pro-
vide that if the place of a director retiring by rotation be not
filled, he shall be deemed to be re-elected unless the company
resolve to reduce the number of directors, the company must
further resolve that the place of the retiring director be not
filled.

Any provision making the office of director assignable
will be inoperative except so far as any assignment made
pursuant thereto may be confirmed by special resolution of
the company (s. 151).

Amongst the books which the Act requires a company to
keep at its registered office is a register of directors or managers
(s. 144). For the purposes of that section a person in accord-
ance with whose directions or instructions the directors of a
company are accustomed to act is deemed to be a director and

Resignation.

Retiring.

Assignment,

Register of
Directors.