156 SECRETARIAL PRACTICE
to alternates, and may be regarded in practice as a con-
tinuing requirement; that is to say, the name of the director
and his alternate are displayed on these documents even
though the alternate may be at any given time acting for
his appointor, or vice versa.

The provision in s. 146, under which a limited company
may have directors with unlimited liability will not neces-
sarily apply to an alternate, but this point will be governed
by the provisions of the clause of the articles of association
governing the appointment of alternates. In the absence of
any liability of this nature for an alternate of a director whose
liability is unlimited, the alternate would appear to incur no
personal liability, even though the loss occurred while the
alternate was acting for his appointor. It is probable, how-
ever, that the liability of the appointor would remain, even
though he was not acting as director at the time.

The personal liability of an alternate does not appear to be
affected by his presence at a meeting of the company passing
under s. 147 a special resolution rendering unlimited the
liability of the directors, because his position is governed
by the particular clause in the articles of association dealing
with alternates and their qualification and liability (if any).

An alternate director can resign to the board if he desires to
retire before the termination of his prescribed term (if any)
unless precluded by the articles or by specific agreement on
the point with his appointor.

The requirement in s. 148 of the Companies Act, 1929, for
a statement as to the remuneration of directors to be furnished
to shareholders does not apply to the remuneration of an
alternate if, as is usually the case, he is remunerated by his
appointor, since the section contemplates only disclosure of
the amount paid by the company. The obligation as to
disclosure by directors of their interest in contracts for which
provision is made in s. 149, attaches also to an alternate,
because while so acting he has all the powers of a director,
including voting on contracts made by the company.

The question of the application to an alternate of s. 150,
which makes provision as to payments received by directors
for loss of office or on retirement, would not normally apply
to an alternate; but the point is one depending on the pro-
posals in a particular case. The limitations on the efficacy
of an assignment of office by a director imposéd by s. 151,

do not affect the appointment of an alternate, at any rate,
anless the director making the appointment is under the
particular articles relieved of liability for the acts of his