Secretarial practice

Bibliographic data

Monograph

Identifikator:: 870662961

URN:: urn:nbn:de:zbw-retromon-49543

Document type:: Monograph

Author:: Guyot, Yves; Urbano, Rafael

Title:: El comercio y los comerciantes

Place of publication:: Madrid

Publisher:: Jorro

Year of publication:: 1914

Scope:: 1 Online-Ressource (VII, 557 Seiten)

Collection:: Economics Books

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Libro VII - Las estdisticas aduaneras

Collection:: Economics Books

~ 9 % - SECRETARIAL PRACTICE Power to make calls may be vested in the company in general meeting, but, as stated above, it is more frequently vested in the directors (see e.g. Table A, cl. 11). Since the regulations of the company are the terms of the contract whereby a shareholder has agreed to take his shares, all the requirements of the regulations must be strictly observed in making a call; otherwise the call may be invalid. For instance, if a call be made by directors, the board meeting must be duly convened, and the directors must be properly appointed [Garden Gully Co. v. McLister (1875), I A.C. 39]. The prescribed quorum must be present [re Alma Spinning Co., Bottomley’s Case (1881), 16 Ch. D. 681]. But a call made by less than a quorum, and afterwards con- firmed when a quorum was present, has been held good "Phosphate of Lime Co., Austin’s Case (1871), 24 L.T. 932]. Power to make calls is in the nature of a trust, and must be exercised by the directors for the good of the company (Gilbert’s Case (1870), 5 Ch. App. 559]. Directors may not protect their own shares from a call and let the whole burden fall upon the other shareholders [Alexander v. Automatic Telephone Co. (1900), 2 Ch. 56]. But a company may, if authorised by its articles, make arrangements on an issue of shares for a difference between the shareholders in the amount and times of payment of calls (s- 48). Prima facie, however, there is an implied equality between shareholders of the same class, and it is wrong to make a call on some members only of a class [Galloway v. Hallé Concerts (1915), 2 Ch. 233]. The amount of the call and the time for payment must be fixed by the resolution [re Cawley & Co. (1889), 42 Ch. D. 209]. A call is made when the resolution is passed, not when notice is given to the shareholder [R. v. Londonderry Rly. Co. (1849), 13 Q.B. 998], and the articles generally contain a provision to that effect. A call is owing from the day on which it is made, although it is payable on a subsequent day China Steamship Co. (1869), 38 L.J. Ch. 512]. A call is in the nature of a specialty debt, and recoverable at any time within twenty years [Cork and Bandon Railway v. Goode (1853), 13 C.B. 827; s. 20]. A company may prove in the administration of the estate of a deceased shareholder, whose estate is insolvent, for the estimated value of the liability to future calls in respect of the shares standing in his name [Fuller v. McMahon (1900), 1 Ch. 173]. Where the articles so provide (e.g. Table A, cl .13), a share- holder will be liable for interest on overdue calls.

Access restriction

Copyright

Object: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation