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