Secretarial practice

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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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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

148 SECRETARIAL PRACTICE article providing that a director vacates office, ‘if he is con- cerned in or participates in the profits of any contract with the company,” means that he vacates office if he, or a firm of which he is a member, is concerned in any contract with the com- pany, though he has not participated in the profits [Star Steam Laundry v. Dukas (1913), 108 L.T. 367]. Fees The company may recover from a director any fees errone- erroneously ously paid to him while disqualified [Bodega Co. (1904), 1 Ch. paid. 276]. If disqualified under s. 141 by reason of not holding his qualification shares he is liable to a penalty of £5 for every day on which he acts as director. It is usual to provide that a director shall be removed by special resolution only. The Court guards the position of a director jealously; and it will grant an injunction against anyone preventing the director from acting [Pulbrook v. Richmond Mining Co. (1878), 9 Ch. D. 610], unless the share- holders pass a resolution that they do not desire him to act as director [Harben v. Phillips (1883), 23 C.D. 14; Bainbridge v. Smith (1889), 41 C. D. 462]. The articles usually provide that a director may resign. A resignation, when given, cannot generally be withdrawn (Glossop v. Glossop (1907), 2 Ch. 370]. The most convenient way for a director to resign, where the articles do not provide for his resignation, is for him to part with his qualification shares and so ipso facto cease to be a director. Sometimes it is provided in the regulations of a company that the directors shall retire year by year by rotation. This provision is a convenient one, for a director anxious to retire need not offer himself for re-election; and a company anxious to remove a director may refuse to re-elect him after his retire- ment by rotation. If, as is often the case, the articles pro- vide that if the place of a director retiring by rotation be not filled, he shall be deemed to be re-elected unless the company resolve to reduce the number of directors, the company must further resolve that the place of the retiring director be not filled. Any provision making the office of director assignable will be inoperative except so far as any assignment made pursuant thereto may be confirmed by special resolution of the company (s. 151). Amongst the books which the Act requires a company to keep at its registered office is a register of directors or managers (s. 144). For the purposes of that section a person in accord- ance with whose directions or instructions the directors of a company are accustomed to act is deemed to be a director and Resignation. Retiring. Assignment, Register of Directors.

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