Appoint- 
ment. 
144 
SECRETARIAL PRACTICE 
must be the registered holder of a certain number of shares, 
the joint holding of shares is a sufficient qualification [Grundy 
v. Briggs (1910), 1 Ch. 444]. Shares represented by share 
warrants cannot form any part of a director’s qualification 
{s. 141 (2)]. 
I. As regards appointment by the articles, the conditions 
laid down by s. 140 as to signing and delivering to the Registrar 
a consent to act, &c., must be complied with unless the 
company is a private company or has not a share capital. The 
signing and delivery to the Registrar of an undertaking to 
take and pay for qualification shares is equivalent to signing 
the ‘memorandum [s. 140 (2)] and therefore under s. 25 
constitutes an agreement to become a member. 
2. The articles of association may provide that the sig- 
natories shall appoint the first directors. 
The appointment may be made at a meeting by a majority 
of the subscribers [London & Southern Counties Land Co. 
(1885), 31 Ch. D. 223], which must be held after, and not 
before, the registration of the company [Mller v. Maclean 
(1889), 1 Meg. 274]; but without a meeting an appointment 
in writing is good if all the subscribers to the memorandum 
of association concur [re Great Northern Salt & Chemical 
Works (1889), 44 Ch. D. 472], or, in case the articles give the 
power to the majority, if signed by the majority. 
3. It is commonly provided that any casual vacancy on 
the board may be filled by the existing directors. 
4. A director appointed to fill a casual vacancy usually 
holds office only until the next general meeting, when the 
shareholders may renew the appointment or substitute 
another director. Generally the shareholders in general 
meeting have the right to make such appointments as may 
be necessary to fill vacancies, however caused. 
In all the cases (2), (3), and (4) above, no consent to act or 
contract to take qualification shares is required by the Act, 
but the articles must be complied with, and s. 141 makes it 
incumbent upon a director to obtain his qualification within 
the time thereby limited, 7.e. two months from appointment, 
or within such shorter time as the articles may fix, failure to 
do which renders his office vacant. A person vacating office 
under this section is incapable of being reappointed a director 
antil he has obtained his qualification. 
The articles of many companies contain a clause to the effect 
that a director shall acquire his qualification within one 
month from his appointment, and, unless he do so, he shall be