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

Appoint- ment. 144 SECRETARIAL PRACTICE must be the registered holder of a certain number of shares, the joint holding of shares is a sufficient qualification [Grundy v. Briggs (1910), 1 Ch. 444]. Shares represented by share warrants cannot form any part of a director’s qualification {s. 141 (2)]. I. As regards appointment by the articles, the conditions laid down by s. 140 as to signing and delivering to the Registrar a consent to act, &c., must be complied with unless the company is a private company or has not a share capital. The signing and delivery to the Registrar of an undertaking to take and pay for qualification shares is equivalent to signing the ‘memorandum [s. 140 (2)] and therefore under s. 25 constitutes an agreement to become a member. 2. The articles of association may provide that the sig- natories shall appoint the first directors. The appointment may be made at a meeting by a majority of the subscribers [London & Southern Counties Land Co. (1885), 31 Ch. D. 223], which must be held after, and not before, the registration of the company [Mller v. Maclean (1889), 1 Meg. 274]; but without a meeting an appointment in writing is good if all the subscribers to the memorandum of association concur [re Great Northern Salt & Chemical Works (1889), 44 Ch. D. 472], or, in case the articles give the power to the majority, if signed by the majority. 3. It is commonly provided that any casual vacancy on the board may be filled by the existing directors. 4. A director appointed to fill a casual vacancy usually holds office only until the next general meeting, when the shareholders may renew the appointment or substitute another director. Generally the shareholders in general meeting have the right to make such appointments as may be necessary to fill vacancies, however caused. In all the cases (2), (3), and (4) above, no consent to act or contract to take qualification shares is required by the Act, but the articles must be complied with, and s. 141 makes it incumbent upon a director to obtain his qualification within the time thereby limited, 7.e. two months from appointment, or within such shorter time as the articles may fix, failure to do which renders his office vacant. A person vacating office under this section is incapable of being reappointed a director antil he has obtained his qualification. The articles of many companies contain a clause to the effect that a director shall acquire his qualification within one month from his appointment, and, unless he do so, he shall be

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