236

SECRETARIAL PRACTICE
with express sanction. The sanction required is that of the
committee of inspection, or if there be no committee, that of
the creditors instead of the sanction of the company in
general meeting or the liquidator [s. 241 (2)].

Committee of A committee of inspection can be appointed either at the

Sapesiion In creditors’ meeting convened pursuant to s. 238, or at any

reditors’ . . : X

Winding Up. Subsequent meeting of the creditors. If the creditors appoint
a committee of inspection, the company may appoint not
more than five persons to act as members of such com-
mittee, either at the meeting at which the resolution for
winding up is passed, or at any subsequent general meeting;
but the creditors may resolve that all or any of the members
of the committee appointed by the company ought not to be
members thereof, and if the creditors do so resolve, the persons
mentioned in the resolution will, unless the Court otherwise
directs, be disqualified from acting as members of the com-
mittee [s. 240]. It is possible that a member thus dis-
qualified can be replaced by another representative under the
provisions of s. 199 (see below); but it is doubtful whether this
is so, as the section enables the Court on any application under
the section itself to appoint other persons to act as members
of the committee in place of the disqualified members.
Subject as above and subject to the Winding-up Rules,
the provisions of ss. 19g (except sub s. (1)) and 201 of the
Act (which sections deal with committees of inspection
in a winding up by the Court) apply to a committee of
inspection appointed in a voluntary winding up. Under
these sections the Committee will meet at such times as they
from time to time appoint, and, failing such appointment,
must meet at least once a month. The liquidator, or any
member of the committee can at any time call a special
meeting. The Committee act by a majority, but a majority
must be present to constitute a quorum. Any member of the
Committee may resign, and he will automatically vacate office
if he becomes bankrupt, makes an arrangement with his
creditors or is absent from five consecutive meetings without
the leave of those members of the committee, who, together
with himself, represent the creditors or contributories. A
creditors’ representative may be removed by a meeting of the
creditors and a company’s representative by an extraordinary
resolution of the company in general meeting. Any vacancy
among the creditors’ representatives can be filled by the
creditors, and any vacancy among the company’s representa-
tives can be filled by the company in general meeting; and it
is the duty of the liquidator forthwith to convene the necessary
meeting on a vacancy occurring. If the committee falls