Limited com-
pany may have
directors with
unlimited
liability.

542

SECRETARIAL PRACTICE
146.—(1) In a limited company the liability of the directors or
managers, or of the managing director, may, if so provided by the
memorandum, be unlimited.

(2) In a limited company in which the liability of a director or
manager is unlimited, the directors or managers of the company, if
any, and the member who proposes a person for election or appoint-
ment to the office of director or manager, shall add to that proposal
a statement that the liability of the person holding that office will be
unlimited, and the promoters, directors, managers, and secretary,
if any, of the company, or one of them, shall, before the person accepts
the office or acts therein, give him notice in writing that his liability
will be unlimited.

(3) If any director, manager, or proposer makes default in
adding such a statement, or if any promotor, director, manager, or
secretary makes default in giving such a notice, he shall be liable
to a fine not exceeding one hundred pounds, and shall also be liable
for any damage which the person so elected or appointed may sus-
tain from the default, but the liability of the person elected or
appointed shall not be affected by the default.
Special resolu- 147.—(1) A limited company, if so authorised by its articles,
ng may, by special resolution, alter its memorandum so as to render
liability of unlimited the liability of its directors, or managers, or of any man-
alm aging director.
(2) Upon the passing of any such special resolution the pro-
visions thereof shall be as valid as if they had been originally con-
tained in the memorandum.

Statement as to
remuneration of
directors to be
furnished to
shareholders.

148.—(1) Subject as hereinafter provided, the directors of a
company shall, on a demand in that behalf made to them in writing
by members of the company entitled to not less than one-fourth of
the aggregate number of votes to which all the members of the
company are together entitled, furnish to all the members of the
company within a period of one month from the receipt of the de-
mand a statement, certified as correct, or with such qualifications as
may be necessary, by the auditors of the company, showing as respects
each of the last three preceding years in respect of which the accounts
of the company have been made up the aggregate amount received in
that year by way of remuneration or other emoluments by persons
being directors of the company, whether as such directors or other-
wise in connection with the management of the affairs of the com-
pany, and there shall, in respect of any such diretor who is—

(a) a director of any other company which is in relation to the
first-mentioned company a subsidiary company; or
(b) by virtue of the nomination, whether direct or indirect, of
the company a director of any other company;
be included in the said aggregate amount any remuneration or other
emoluments received by him for his own use whether as a director of,
or otherwise in connection with the management of the affairs of.
that other company: