Appoint-
ment.

144

SECRETARIAL PRACTICE
must be the registered holder of a certain number of shares,
the joint holding of shares is a sufficient qualification [Grundy
v. Briggs (1910), 1 Ch. 444]. Shares represented by share
warrants cannot form any part of a director’s qualification
{s. 141 (2)].

I. As regards appointment by the articles, the conditions
laid down by s. 140 as to signing and delivering to the Registrar
a consent to act, &c., must be complied with unless the
company is a private company or has not a share capital. The
signing and delivery to the Registrar of an undertaking to
take and pay for qualification shares is equivalent to signing
the ‘memorandum [s. 140 (2)] and therefore under s. 25
constitutes an agreement to become a member.

2. The articles of association may provide that the sig-
natories shall appoint the first directors.

The appointment may be made at a meeting by a majority
of the subscribers [London & Southern Counties Land Co.
(1885), 31 Ch. D. 223], which must be held after, and not
before, the registration of the company [Mller v. Maclean
(1889), 1 Meg. 274]; but without a meeting an appointment
in writing is good if all the subscribers to the memorandum
of association concur [re Great Northern Salt & Chemical
Works (1889), 44 Ch. D. 472], or, in case the articles give the
power to the majority, if signed by the majority.

3. It is commonly provided that any casual vacancy on
the board may be filled by the existing directors.

4. A director appointed to fill a casual vacancy usually
holds office only until the next general meeting, when the
shareholders may renew the appointment or substitute
another director. Generally the shareholders in general
meeting have the right to make such appointments as may
be necessary to fill vacancies, however caused.

In all the cases (2), (3), and (4) above, no consent to act or
contract to take qualification shares is required by the Act,
but the articles must be complied with, and s. 141 makes it
incumbent upon a director to obtain his qualification within
the time thereby limited, 7.e. two months from appointment,
or within such shorter time as the articles may fix, failure to
do which renders his office vacant. A person vacating office
under this section is incapable of being reappointed a director
antil he has obtained his qualification.

The articles of many companies contain a clause to the effect
that a director shall acquire his qualification within one

month from his appointment, and, unless he do so, he shall be