DIRECTORS

143

shareholder on the transaction if it comes before the company
in general meeting (see above). It is perhaps desirable
also to deal with certain points which are to some extent within
the province of the secretary.

Under the Act of 1908, there was no statutory obligation on
a company to have directors at all, but every company
registered after the commencement of the Act of 1929 and not
being a private company must have at least two directors
(s. 139). Under the old law the control might be vested
in a single director or manager, and such director or manager
might be a limited company [Buluwayo Market Co. (1907),
2 Ch. 458], provided of course that the limited company
appointed director or manager had power to act as such
under its own constitution. It is clear from s. 144 that there
is nothing to prevent a corporation being a director.

I and 2 Vict, cap, 106, ss. 28 to 31, and 4 and 5 Vict. cap.
14, provide that it is not lawful for any spiritual person
holding any cathedral preferment, benefice, curacy, or
lectureship, or who shall be licensed or allowed to perform the
duties of any ecclesiastical office, to act as a director of any
trading company carrying on business for gain and profit,
except in a few specified cases such as schools and insurance
companies.

A director is usually appointed in one of the following
ways:

I. By the articles.

2. By the signatories to the memorandum and articles.
3. By other directors to fill a vacancy

4. By the shareholders in general meeting.
The articles of most companies require a director to be a
shareholder, although there is no enactment rendering it
obligatory. Table A requires at least one share as a qualifica-
tion.
Where the articles provide that the qualification of a Quali-
director must be the holding of a certain number of shares fication
in his own right,” he need not be the beneficial owner [Pul-
brook v. Richmond Consolidated (1878), 9 Ch. D. 610], but he
must hold the shares in such a way that the company can
safely deal with him in respect of them [Bainbridge v. Smith
1889), 41 Ch. D. 462]; thus, a bankrupt director does not,
after notice to the company by his trustee, hold in his own
right [Sutton v. English & Colonial Produce (1902), 2 Ch.

502; see also Boschoek Proprietary Co. v. Fuke (1906), 1 Ch.
148]. Where the articles provide simply that a director