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

156 SECRETARIAL PRACTICE to alternates, and may be regarded in practice as a con- tinuing requirement; that is to say, the name of the director and his alternate are displayed on these documents even though the alternate may be at any given time acting for his appointor, or vice versa. The provision in s. 146, under which a limited company may have directors with unlimited liability will not neces- sarily apply to an alternate, but this point will be governed by the provisions of the clause of the articles of association governing the appointment of alternates. In the absence of any liability of this nature for an alternate of a director whose liability is unlimited, the alternate would appear to incur no personal liability, even though the loss occurred while the alternate was acting for his appointor. It is probable, how- ever, that the liability of the appointor would remain, even though he was not acting as director at the time. The personal liability of an alternate does not appear to be affected by his presence at a meeting of the company passing under s. 147 a special resolution rendering unlimited the liability of the directors, because his position is governed by the particular clause in the articles of association dealing with alternates and their qualification and liability (if any). An alternate director can resign to the board if he desires to retire before the termination of his prescribed term (if any) unless precluded by the articles or by specific agreement on the point with his appointor. The requirement in s. 148 of the Companies Act, 1929, for a statement as to the remuneration of directors to be furnished to shareholders does not apply to the remuneration of an alternate if, as is usually the case, he is remunerated by his appointor, since the section contemplates only disclosure of the amount paid by the company. The obligation as to disclosure by directors of their interest in contracts for which provision is made in s. 149, attaches also to an alternate, because while so acting he has all the powers of a director, including voting on contracts made by the company. The question of the application to an alternate of s. 150, which makes provision as to payments received by directors for loss of office or on retirement, would not normally apply to an alternate; but the point is one depending on the pro- posals in a particular case. The limitations on the efficacy of an assignment of office by a director imposéd by s. 151, do not affect the appointment of an alternate, at any rate, anless the director making the appointment is under the particular articles relieved of liability for the acts of his

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