Rights.

Responsi-
bility.

Delegating
Powers.

Secretary at
Board
Meetings.

{52

SECRETARIAL PRACTICE
The regulations often provide that any irregularity in the
directors’ proceedings shall be of no effect as regards the
company itself.

The invalidity of a meeting will not affect persons dealing
with the company without notice [Royal British Bank v.
Turquand (1856), 6 E. & B. 327; County of Gloucester Bank v.
Rudry Colliery Co. (1895), 1 Ch. 629]. The transactions of
an invalid meeting may be ratified at a subsequent board
meeting, though such ratification may be ineffective if not
made within a reasonable time [Portuguese Copper Mines,
Badman’s and Bosanquet’s Cases (1890), 45 Ch. D. 16].

A director can, if qualified, sustain an action in his own
name against the other directors on the ground of individual
injury to himself, for an injunction to restrain them from
wrongfully excluding him from acting as a director [Pulbrook
v. Richmond Mining Co. (1878), 9 Ch. D. 610].

A director does not make himself responsible for an act
done at a meeting at which he was not present, and which is
complete without further confirmation, merely by voting at
a subsequent meeting for the confirmation of the minutes
‘Burton v. Bevan (1908), 2 Ch. 240].

Directors can delegate their powers to a committee of
their number, if authorised so to do by the articles, but not
otherwise [Howard's Case (1866), 1 Ch. App. 561]. The
committee need not consist of more than one director [re
Taurine Co. (1884), 25 Ch. D. 118; re Fireproof Doors (1916),
2 Ch. 142]. The articles usually provide that the regula-
tions as to meetings of directors, keeping minutes, etc.,
shall apply also to meetings of committees. A person
dealing with an individual director, or servant of the company,
to whom power to bind the company by the particular trans-
action could be delegated under the articles, may be entitled to
presume that such power has in fact been delegated; but he
cannot do so if he was in ignorance of the power of delegation
and therefore was not relying on any ostensible authority,
or if the circumstances were such as to put him on enquiry,
e.g. if the director with whom he was dealing was managing
director but the transaction was outside the ordinary powers
of a managing director [Houghton & Co. v. Nothard Lowe and
Wills (1927), 1 K.B. 246; (1928), A.C. 1; Kreditbank Cassel v.
Scheness, Ltd. (1927), 1 K.B. 826].

It is the duty of the secretary to be present at all board
meetings. He should have prepared an Agenda paper, and
he will, of course, take notes as the business proceeds, in
order that he may afterwards be in a position to write the
minutes. (As to minutes, see Chapter XXVIII.) The Bankers’