Remunera-
tion.

SECRETARIAL PRACTICE
6; British Asbestos Co. v. Boyd (1903), 2 Ch. 439; re Bank of
jy (1901), 1 Ch. 115; Staffordshire Gas Co. (1892), 66 L.T.
$13].

The remuneration of a director is not a matter of right
unless it is so provided by the articles of association. Where
no remuneration is given in the articles of association, the
company may vote it in general meeting, but in such a case
the remuneration would be a mere gratuity and semble the
resolution would not give a cause of action [Dunstan v.
Imperial Gas Co. (1833), 3 B. & Ad. 125].

Unless otherwise provided, a director is not entitled to
his expenses of attending board meetings, in addition to his
remuneration (Young v. Naval & Military, &c., of South
Africa (1905), 1 K.B. 687]; nor apart from special provisions
is he entitled to his fees free of income tax [Boschoek Pro-
prietary Co. v. Fuke (1906), 1 Ch. 148].

A director may sue for his fees [Nell v. Atlanta Gold Co.
1895), 11 T.L.R. 407], or may prove for his fees with other
creditors in the winding-up of a company [Beckwith's Case
(1898), 1 Ch. 324].

When the articles of a company merely provide that
directors’ remuneration shall be a specified sum per annum,
they are not entitled to an apportioned part of such remunera-
tion for serving for part of a year [Salton v. New Beeston
Cycle Co. (1899), 1 Ch. 775; London & Northern Bank, Mc-
Connell's Case (1901), 1 Ch. 728]. It has been suggested
that the Apportionment Act, 1870, applies to such a case, and
that a director is accordingly entitled to be remunerated in
such circumstances for a broken period of a year; but the
Court of Appeal has expressly left the point open. [Moriarty
v. Regent's Garage & Engineering Co. (1921), 2 K.B. 766].
Where the remuneration is a certain sum per annum to be
paid at such time as the directors shall determine, it is a con-
dition precedent to a director’s right to sue that the directors
shall have determined a time for payment [Caridad Copper v.
Swallow (1902), 2 K.B. 44]. Similarly, if the remuneration
is an aggregate sum, to be divided in such manner as the
directors shall determine, a director cannot sue until the
board has made a formal division [Joseph v. Sonora (Mexico)
Land (1918), 34 T.L.R. 220]. But it is now usually provided
that their remuneration shall accrue due de die in diem, or shall
be at the rate of so much per annum.

Directors who are appointed by the Court to be receivers
and managers at a remuneration are entitled to their remuner-
ation as directors in addition [South Western of Venezuela
Railway (1902), 1 Ch. 701].