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

Rights. Responsi- bility. Delegating Powers. Secretary at Board Meetings. {52 SECRETARIAL PRACTICE The regulations often provide that any irregularity in the directors’ proceedings shall be of no effect as regards the company itself. The invalidity of a meeting will not affect persons dealing with the company without notice [Royal British Bank v. Turquand (1856), 6 E. & B. 327; County of Gloucester Bank v. Rudry Colliery Co. (1895), 1 Ch. 629]. The transactions of an invalid meeting may be ratified at a subsequent board meeting, though such ratification may be ineffective if not made within a reasonable time [Portuguese Copper Mines, Badman’s and Bosanquet’s Cases (1890), 45 Ch. D. 16]. A director can, if qualified, sustain an action in his own name against the other directors on the ground of individual injury to himself, for an injunction to restrain them from wrongfully excluding him from acting as a director [Pulbrook v. Richmond Mining Co. (1878), 9 Ch. D. 610]. A director does not make himself responsible for an act done at a meeting at which he was not present, and which is complete without further confirmation, merely by voting at a subsequent meeting for the confirmation of the minutes ‘Burton v. Bevan (1908), 2 Ch. 240]. Directors can delegate their powers to a committee of their number, if authorised so to do by the articles, but not otherwise [Howard's Case (1866), 1 Ch. App. 561]. The committee need not consist of more than one director [re Taurine Co. (1884), 25 Ch. D. 118; re Fireproof Doors (1916), 2 Ch. 142]. The articles usually provide that the regula- tions as to meetings of directors, keeping minutes, etc., shall apply also to meetings of committees. A person dealing with an individual director, or servant of the company, to whom power to bind the company by the particular trans- action could be delegated under the articles, may be entitled to presume that such power has in fact been delegated; but he cannot do so if he was in ignorance of the power of delegation and therefore was not relying on any ostensible authority, or if the circumstances were such as to put him on enquiry, e.g. if the director with whom he was dealing was managing director but the transaction was outside the ordinary powers of a managing director [Houghton & Co. v. Nothard Lowe and Wills (1927), 1 K.B. 246; (1928), A.C. 1; Kreditbank Cassel v. Scheness, Ltd. (1927), 1 K.B. 826]. It is the duty of the secretary to be present at all board meetings. He should have prepared an Agenda paper, and he will, of course, take notes as the business proceeds, in order that he may afterwards be in a position to write the minutes. (As to minutes, see Chapter XXVIII.) The Bankers’

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