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SECRETARIAL PRACTICE
Power to make calls may be vested in the company in
general meeting, but, as stated above, it is more frequently
vested in the directors (see e.g. Table A, cl. 11). Since the
regulations of the company are the terms of the contract
whereby a shareholder has agreed to take his shares, all the
requirements of the regulations must be strictly observed
in making a call; otherwise the call may be invalid.

For instance, if a call be made by directors, the board
meeting must be duly convened, and the directors must be
properly appointed [Garden Gully Co. v. McLister (1875),
I A.C. 39]. The prescribed quorum must be present [re
Alma Spinning Co., Bottomley’s Case (1881), 16 Ch. D. 681].
But a call made by less than a quorum, and afterwards con-
firmed when a quorum was present, has been held good
"Phosphate of Lime Co., Austin’s Case (1871), 24 L.T. 932].

Power to make calls is in the nature of a trust, and must
be exercised by the directors for the good of the company
(Gilbert’s Case (1870), 5 Ch. App. 559]. Directors may not
protect their own shares from a call and let the whole burden
fall upon the other shareholders [Alexander v. Automatic
Telephone Co. (1900), 2 Ch. 56].

But a company may, if authorised by its articles, make
arrangements on an issue of shares for a difference between
the shareholders in the amount and times of payment of calls
(s- 48). Prima facie, however, there is an implied equality
between shareholders of the same class, and it is wrong to
make a call on some members only of a class [Galloway v.
Hallé Concerts (1915), 2 Ch. 233].

The amount of the call and the time for payment must be
fixed by the resolution [re Cawley & Co. (1889), 42 Ch. D.
209]. A call is made when the resolution is passed, not when
notice is given to the shareholder [R. v. Londonderry Rly. Co.
(1849), 13 Q.B. 998], and the articles generally contain a
provision to that effect. A call is owing from the day on
which it is made, although it is payable on a subsequent day
China Steamship Co. (1869), 38 L.J. Ch. 512].

A call is in the nature of a specialty debt, and recoverable
at any time within twenty years [Cork and Bandon Railway
v. Goode (1853), 13 C.B. 827; s. 20]. A company may prove
in the administration of the estate of a deceased shareholder,
whose estate is insolvent, for the estimated value of the
liability to future calls in respect of the shares standing in his
name [Fuller v. McMahon (1900), 1 Ch. 173].

Where the articles so provide (e.g. Table A, cl .13), a share-
holder will be liable for interest on overdue calls.