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 [55 of a consent in writing to act as director does not apply to an alternate. The question of the application of s. 141, which provides for a share qualification of a director, will depend upon the provisions of the clause in the articles of association governing his appointment. If a share qualification is required it must be taken up irrespective of the period during which the alternate acts, and in default the alternate will be liable to the statutory penalty. The disqualification for the office of director imposed by s. 142 applies equally to an alternate, and the penalties under that section would appear to attach equally to a director and an alternate. The protection to third parties afforded by s. 143 of the Act providing for the validity of acts of directors notwith- standing any defect that may afterwards be discovered in the appointment or qualification extends to the acts of alternate directors, notwithstanding that as the director purporting to make the appointment was not in fact a director, the alternate director is not in law a director at all. The register of directors required to be kept under s. 144 must contain an entry of the appointment of an alternate, and the same notice must be sent to the Registrar of Companies for filing in the case of an alternate as is required for a director. Likewise notice must be filed with the Registrar of any change of any particulars contained in the register [sub-s. (2)]. Although an alternate director is responsible to the company for his acts or defaults, it must be remembered that a director is from certain points of view an agent, and that an agent has no implied power to delegate his authority to another. If he has express power to do so, as in the case of an article empowering a director to appoint an alternate, the position may then well be that the alternate is the agent of his ap- pointor, in which case the legal doctrine that a principal is responsible for the acts of his agent, which was dealt with at length by the House of Lords in Lloyd v. Grace Smath (1912); A.C. 716 (The Secretary, Vol. IX, p. 378), may be thought to apply, and then the appointing director might be responsible for the delinquencies of his alternate. The precise provisions of any particular set of articles might have, however, a material bearing on the matter, and therefore the position of an alternate may vary in different companies. A director and his alternate do not act simultaneously, but alternatively; so that when a director resumes his directoral functions his alternate ceases to act. The requirement of s. 145 for the display of particulars in respect of directors in trade catalogues, circulars, etc., applies

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