Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

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

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