DIRECTORS 
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disclose his interest at the meeting of the directors at 
which the contract is first taken into consideration, or if the 
director was not then interested, or did not become interested 
until after the contract was made, at the next meeting after 
he became interested (s. 149). This section is very wide and 
every secretary should take legal advice as to its operation 
n the case of his own company. The articles usually prohibit 
a director voting on contracts in which he is interested though 
this is sometimes relaxed where it is impossible otherwise to 
get an independent quorum, e.g. in the case of a contract 
between a company and its subsidiary company. 
A board meeting of a number less than the quorum pre- 
scribed by the regulations is invalid [Faure Electric Accumulator 
Co. (1888), 40 Ch. D. 141]; and where a director may not 
vote on any matter in which he is interested, he does not 
count towards a quorum for such business [re Greymouth 
Point Elizabeth Co. (1904), 1 Ch. 32; North Eastern Insurance 
Co. (1919), 1 Ch. 198], e.g. where the business is the allotment 
of shares to himself [Neal v. Quinn (1916), W.N. 223]. Most 
companies have a clause empowering directors to act in spite 
of vacancies; but this will not enable them to act unless they 
form a quorum [Newhaven Local Board v. Newhaven School 
Board (1885), 30 Ch. D. 350]. 
Ordinary board meetings are usually held at fixed intervals 
‘e.g. once a fortnight) at some fixed hour and place; extra- 
ordinary board meetings are usually summoned by the 
secretary or one or more of the directors. Notice ought to 
be given to the directors of such ordinary board meetings; 
if they are not held at such fixed intervals, notice must, to 
ansure a valid meeting, always be given to all the directors 
"Portuguese Copper Mines, Steele's Case (1889)], 42 Ch. D. 
160]; but not if they are so far as to be out of reach, though 
mere absence abroad, e.g. residence in Calais, the company’s 
office being in Dover, would not dispense with the necessity 
for notice. [Halifax Sugar Co. v. Francklyn (1890), 59 L.]J. 
Ch. 591]. An accidental meeting of directors cannot be 
treated as a board meeting against the wish of one of them 
"Barron v. Potter (1914), 1 Ch. 895]. The notice need not 
state what business is to be transacted, unless it is so provided 
in the articles [Compagnie de Mayville v. Whitley (1896), 
1 Ch. #88), or in the regulations made by the directors them- 
selves; but it is advisable to specify the business in the case 
of a notice of a special board meeting. As regards the length 
of notice, subject to any provision in the articles or to any 
regulation made by the directors, no special length of notice 
is required. but the notice should be a reasonable one. 
Time and 
Notice.