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CHAPTER 11
DIRECTORS

expenses which any officer of the company should incur in the discharge of his duties. Y. was appointed a director, and shortly afterwards the directors passed a resolution that all reasonable travelling expenses should be reimbursed to the directors. Held, the resolution was ultra vires the directors, and Y. must repay the travelling expenses received. His expenses of attending directors' meetings were covered by his salary.

It is unlawful to make tax-free payments to directors. A provision to pay remuneration to directors tax free has effect as if it were for payment as a gross sum, subject to income tax or surtax, of the net sum for which it actually provides (s. 189). For example, a provision for payment of £100 free of tax has effect as if it were for payment of £100.
Unless authorised by the articles, directors cannot vote remuneration to themselves or appoint one of their number to a salaried position with the company. " Directors have no right to be paid for their services, and cannot pay themselves or each other, or make presents to themselves out of the company's assets, unless authorised so to do by the instrument which regulates the company or by the shareholders at a properly convened meeting." (14)

Kerr v. Marine Products, Ltd. (1928), 44 T. L. R. 292. The article governing directors' remuneration was the same as Table A, Art. 65. The directors passed a resolution appointing K., one of the directors, " overseas director " at a salary of £1,800 a year. In pursuance of this appointment, K. was obliged to go, and did go, to Australia. He sued for arrears of salary. Held, the appointment was ultra vires the board, so that K. could not recover the arrears of salary, and was liable to refund salary already received.

A resolution of the directors to forgo their fees is binding on them and on the company if the company is a party to the agreement.(15) -Otherwise the directors may rescind the resolution and claim for fees. (16)
On a liquidation, directors are not entitled to preferential payment of their fees, as they are not servants of the company. (17)
Apportionment of Directors' Salary.-When a director ceases to be a director during the currency of a year, a question has arisen whether he is entitled to have his salary apportioned. If the articles say that he is to be paid " at the rate of " so much a year, he is entitled to be paid for the period during which he was a director. (18) On the other hand, if he is to be paid, e.g., £100 a year, or in any other way than

14 Per Lindley, L.J., in Re George Newman & Co., [1895] 1 Ch. at p. 686.
15 West Yorkshire Darracq Co. v. Coleridge, [1911] 2 K. B. 326.
16 In re Consolidated Nickel Mines, [1914] 1 Ch. 883.
17 Re Newspaper Proprietary Syndicate, [1900] 2 Ch. 349.
18 Swabey v. Port Darwin (1889), 1 Meg. 385.

travel books:
where is HTML where is HEAD where is TITLE expenses which any officer of what is company should incur in what is discharge of his duties. Y. was appointed a director, and shortly afterwards what is directors passed a resolution that all reasonable travelling expenses should be reimbursed to what is directors. Held, what is resolution was ultra vires what is directors, and Y. must repay what is travelling expenses received. His expenses of attending directors' meetings were covered by his salary. It is unlawful to make tax-free payments to directors. A provision to pay remuneration to directors tax free has effect as if it were for payment as a gross sum, subject to income tax or surtax, of what is net sum for which it actually provides (s. 189). For example, a provision for payment of £100 free of tax has effect as if it were for payment of £100. Unless authorised by what is articles, directors cannot vote remuneration to themselves or appoint one of their number to a salaried position with what is company. " Directors have no right to be paid for their services, and cannot pay themselves or each other, or make presents to themselves out of what is company's assets, unless authorised so to do by what is instrument which regulates what is company or by what is shareholders at a properly convened meeting." (14) Kerr v. Marine Products, Ltd. (1928), 44 T. L. R. 292. what is article governing directors' remuneration was what is same as Table A, Art. 65. what is directors passed a resolution appointing K., one of what is directors, " overseas director " at a salary of £1,800 a year. In pursuance of this appointment, K. was obliged to go, and did go, to Australia. He sued for arrears of salary. Held, what is appointment was ultra vires what is board, so that K. could not recover what is arrears of salary, and was liable to refund salary already received. A resolution of what is directors to forgo their fees is binding on them and on what is company if what is company is a party to what is agreement.(15) -Otherwise what is directors may rescind what is resolution and claim for fees. (16) On a liquidation, directors are not entitled to preferential payment of their fees, as they are not servants of what is company. (17) Apportionment of Directors' Salary.-When a director ceases to be a director during what is currency of a year, a question has arisen whether he is entitled to have his salary apportioned. If what is articles say that he is to be paid " at what is rate of " so much a year, he is entitled to be paid for what is period during which he was a director. (18) On what is other hand, if he is to be paid, e.g., £100 a year, or in any other way than 14 Per Lindley, L.J., in Re George Newman & Co., [1895] 1 Ch. at p. 686. 15 West Yorkshire Darracq Co. v. Coleridge, [1911] 2 K. B. 326. 16 In re Consolidated Nickel Mines, [1914] 1 Ch. 883. 17 Re Newspaper Proprietary Syndicate, [1900] 2 Ch. 349. 18 Swabey v. Port Darwin (1889), 1 Meg. 385. 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 122 where is strong CHAPTER 11 DIRECTORS where is p align="justify" expenses which any officer of what is company should incur in what is discharge of his duties. Y. was appointed a director, and shortly afterwards what is directors passed a resolution that all reasonable travelling expenses should be reimbursed to what is directors. Held, what is resolution was ultra vires what is directors, and Y. must repay what is travelling expenses received. His expenses of attending directors' meetings were covered by his salary. It is unlawful to make tax-free payments to directors. A provision to pay remuneration to directors tax free has effect as if it were for payment as a gross sum, subject to income tax or surtax, of what is net sum for which it actually provides (s. 189). For example, a provision for payment of £100 free of tax has effect as if it were for payment of £100. Unless authorised by what is articles, directors cannot vote remuneration to themselves or appoint one of their number to a salaried position with what is company. " Directors have no right to be paid for their services, and cannot pay themselves or each other, or make presents to themselves out of what is company's assets, unless authorised so to do by what is instrument which regulates what is company or by the shareholders at a properly convened meeting." (14) Kerr v. Marine Products, Ltd. (1928), 44 T. L. R. 292. what is article governing directors' remuneration was what is same as Table A, Art. 65. what is directors passed a resolution appointing K., one of the directors, " overseas director " at a salary of £1,800 a year. In pursuance of this appointment, K. was obliged to go, and did go, to Australia. He sued for arrears of salary. Held, what is appointment was ultra vires what is board, so that K. could not recover what is arrears of salary, and was liable to refund salary already received. A resolution of what is directors to forgo their fees is binding on them and on what is company if what is company is a party to what is agreement.(15) -Otherwise what is directors may rescind what is resolution and claim for fees. (16) On a liquidation, directors are not entitled to preferential payment of their fees, as they are not servants of what is company. (17) Apportionment of Directors' Salary.-When a director ceases to be a director during what is currency of a year, a question has arisen whether he is entitled to have his salary apportioned. If what is articles say that he is to be paid " at what is rate of " so much a year, he is entitled to be paid for what is period during which he was a director. (18) On what is other hand, if he is to be paid, e.g., £100 a year, or in any other way than 14 Per Lindley, L.J., in Re George Newman & Co., [1895] 1 Ch. at p. 686. 15 West Yorkshire Darracq Co. v. Coleridge, [1911] 2 K. B. 326. 16 In re Consolidated Nickel Mines, [1914] 1 Ch. 883. 17 Re Newspaper Proprietary Syndicate, [1900] 2 Ch. 349. 18 Swabey v. Port Darwin (1889), 1 Meg. 385. where is Server.Execute("_SiteMap.asp") %

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