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CHAPTER 11
DIRECTORS

Removal of Directors.-A director may be removed before the expiration of his period of office by an ordinary resolution passed at a general meeting, notwithstanding anything in the articles or in any agreement between him and the company. Special notice(11) must be given of any resolution to remove a director or to appoint another director in his place. The director concerned is entitled to have his representations in writing sent to the members of the company and also to be heard on the resolution at the meeting. His removal in this way does not prevent him from suing the company for breach of contract or taking any other remedy open to him (s. 184).

REMUNERATION OF DIRECTORS
Directors are not servants of the company, but managers or controllers of the company's affairs. Accordingly they have no claim for payment for their services in the absence of an agreement that they shall be paid. (12) Payment of remuneration, however, is usually provided for in the articles. Table A, Art. 76, provides:
" The remuneration of the directors shall from time to time be determined bv the company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses
properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company."

If remuneration is voted to the directors, it constitutes a debt due from the company and is consequently payable not only out of profits,, but also out of capital. (13) A clause in the articles that the directors shall receive a certain sum as remuneration, although it cannot be directly enforced against the company, is binding if the directors have accepted office on the footing of the articles.

Ex parte Beckwith, [1898] 1 Ch. 324. The articles provided that the remuneration of the board of directors " shall be an annual sum of £1,000 to be paid out of the funds of the company." Held, as the directors accepted office on the footing of the articles, the clause as to their remuneration was embodied in the contract, and, on the company going into liquidation, the directors were entitled to prove as ordinary creditors for their fees.

A director is not entitled to his travelling expenses to attend board' meetings, in the absence of an express provision in the articles.
Young v. Naval, &c., Socy., [1905] 1 K. B. 687. The articles provided that each director should be paid £200 a year, and that the company should pay all costs and

11 Twenty-eight days (s. 142).
12 YVoolf v. East Nigel Co. (1905), 21 T. L. R. 660.
13 Lundy Granite Co. (1872), 26 L. T. 673.

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where is HTML where is HEAD where is TITLE Removal of Directors.-A director may be removed before what is expiration of his period of office by an ordinary resolution passed at a general meeting, notwithstanding anything in what is articles or in any agreement between him and what is company. Special notice(11) must be given of any resolution to remove a director or to appoint another director in his place. what is director concerned is entitled to have his representations in writing sent to what is members of what is company and also to be heard on what is resolution at what is meeting. His removal in this way does not prevent him from suing what is company for breach of contract or taking any other remedy open to him (s. 184). REMUNERATION OF DIRECTORS Directors are not servants of what is company, but managers or controllers of what is company's affairs. Accordingly they have no claim for payment for their services in what is absence of an agreement that they shall be paid. (12) Payment of remuneration, however, is usually provided for in what is articles. Table A, Art. 76, provides: " what is remuneration of what is directors shall from time to time be determined bv what is company in general meeting. Such remuneration shall be deemed to accrue from day to day. what is directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of what is directors or any committee of what is directors or general meetings of what is company or in connection with what is business of what is company." If remuneration is voted to what is directors, it constitutes a debt due from what is company and is consequently payable not only out of profits,, but also out of capital. (13) A clause in what is articles that what is directors shall receive a certain sum as remuneration, although it cannot be directly enforced against what is company, is binding if what is directors have accepted office on what is footing of what is articles. Ex parte Beckwith, [1898] 1 Ch. 324. what is articles provided that what is remuneration of what is board of directors " shall be an annual sum of £1,000 to be paid out of what is funds of what is company." Held, as what is directors accepted office on what is footing of what is articles, what is clause as to their remuneration was embodied in what is contract, and, on what is company going into liquidation, what is directors were entitled to prove as ordinary creditors for their fees. A director is not entitled to his travelling expenses to attend board' meetings, in what is absence of an express provision in what is articles. Young v. Naval, &c., Socy., [1905] 1 K. B. 687. what is articles provided that each director should be paid £200 a year, and that what is company should pay all costs and 11 Twenty-eight days (s. 142). 12 YVoolf v. East Nigel Co. (1905), 21 T. L. R. 660. 13 Lundy Granite Co. (1872), 26 L. T. 673. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 121 where is strong CHAPTER 11 DIRECTORS where is p align="justify" Removal of Directors.-A director may be removed before what is expiration of his period of office by an ordinary resolution passed at a general meeting, notwithstanding anything in what is articles or in any agreement between him and what is company. Special notice(11) must be given of any resolution to remove a director or to appoint another director in his place. what is director concerned is entitled to have his representations in writing sent to what is members of what is company and also to be heard on what is resolution at what is meeting. His removal in this way does not prevent him from suing what is company for breach of contract or taking any other remedy open to him (s. 184). REMUNERATION OF DIRECTORS Directors are not servants of what is company, but managers or controllers of what is company's affairs. Accordingly they have no claim for payment for their services in what is absence of an agreement that they shall be paid. (12) Payment of remuneration, however, is usually provided for in what is articles. Table A, Art. 76, provides: " what is remuneration of what is directors shall from time to time be determined bv what is company in general meeting. Such remuneration shall be deemed to accrue from day to day. what is directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of what is directors or any committee of what is directors or general meetings of what is company or in connection with what is business of what is company." If remuneration is voted to what is directors, it constitutes a debt due from what is company and is consequently payable not only out of profits,, but also out of capital. (13) A clause in what is articles that what is directors shall receive a certain sum as remuneration, although it cannot be directly enforced against what is company, is binding if what is directors have accepted office on what is footing of what is articles. Ex parte Beckwith, [1898] 1 Ch. 324. what is articles provided that what is remuneration of what is board of directors " shall be an annual sum of £1,000 to be paid out of what is funds of what is company." Held, as what is directors accepted office on what is footing of what is articles, what is clause as to their remuneration was embodied in what is contract, and, on what is company going into liquidation, what is directors were entitled to prove as ordinary creditors for their fees. A director is not entitled to his travelling expenses to attend board' meetings, in what is absence of an express provision in the articles. Young v. Naval, &c., Socy., [1905] 1 K. B. 687. what is articles provided that each director should be paid £200 a year, and that what is company should pay all costs and 11 Twenty-eight days (s. 142). 12 YVoolf v. East Nigel Co. (1905), 21 T. L. R. 660. 13 Lundy Granite Co. (1872), 26 L. T. 673. where is Server.Execute("_SiteMap.asp") %

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