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

t50 ~ SECRETARIAL PRACTICE Quorum, directors for the time being in the United Kingdom shall be as valid as if it had been passed at a meeting of directors duly convened and held. Board meetings are to some extent regulated by the articles in practically every case. Clauses 81 and 82 of Table A are, in substance, very frequently the governing regulations as to board meetings. Clause 81 is as follows: "The directors may meet together for the dispatch of busi- ness, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.’ By the first words of clause 81, a very wide discretion is left to directors as to regulating their meetings. It would, no doubt, be competent to them, under such a power, to frame an elaborate code of rules as to the convening of meetings and as to the procedure thereat, and to place these on the minutes when they would govern the future, until altered. But, as a rule, few if any rules are definitely made, and, apart from any practice which may grow up, matters are left very much’ at large. In consequence, decisions as to board meetings have been numerous, and where neither the articles nor any rules made by the board themselves apply, these decisions are binding. Clause 82 runs: ‘The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall when the number of directors exceeds three be three, and when the number of directors does not exceed three, be two.’ The articles usually prescribe the number of directors required to constitute a quorum, but, if not so prescribed, the number who usually act in conducting the business of the company will constitute a quorum [Tavistock Ironworks Co., Lyster's Case (1867), 4 Eq. 233; see also re Bank of Syria (x901), 1 Ch. 115], or possibly a majority of the whole board [York Tramways Co. v. Willows (1882), 8 Q.B.D. 685]. Where the articles provided that the minimum number of directors should be four, that A and B should be the first directors, and that the first directors should have power to appoint others, it was held that there could be no valid board meeting until A and B had appointed two other directors [Sly, Spink & Co. (1911), 2 Ch. 430]. The articles also usually contain an article enabling a director to contract with the company. A director interested in any contract or proposed contract with the company must

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