Books > Old Books > Poetry Northwest (1959)


Page 132

CHAPTER 11
DIRECTORS

smacks. Unknown to the company, he was paid a commission on the contract by the shipbuilders. X. was also a shareholder in an ice company which, in addition to dividends, paid bonuses to shareholders who were owners of fishing smacks and employed the ice company for supplying ice to the fishing smacks. X. employed the ice company in respect of the B. company's fishing smacks and received the bonus. Held, X. must account to the company both for the commission and the bonus, although the bonus could never have been received by the B. company as it was not a shareholder in the ice company.
Promotion Money.-On the same principle, a director must not accept from a promoter any money, shares or other benefit, either while any negotiations between the promoter and the company are still going on or even after they have been completed.

Eden v. Ridsdales Lamp Co. (1889), 23 Q. B. D. 368. F., a promoter, contracted to sell a business to the company and before the contract was completed and while questions were open between the company and F., F. transferred to E., a director, 200 shares in the company. Held, E. must account to the company for the highest value which the shares had while he owned them.
Archer's Case, [1892.11 Ch. 322. A., at the request of F., a promoter, agreed to become a director on the terms that if at any future time he wanted to sell his qualifying shares, F. would buy them at the price A. paid for them. Later, A. resigned and F. bought his shares, which were then valueless, as agreed. Held, A. must account to the liquidator of the company for the money he received from F. with interest.

Directors cannot obtain a benefit for themselves and then, by the exercise of their voting power, authorise themselves to retain it.

Cook v. Deeks, [1916] 1 A. C. 554. Directors of a construction company negotiated for a construction contract in the usual way in which the company's business was carried on, and then took the contract in their own names. A meeting of the comFany was called. and by their votes as holders of three-quarters of the shares, a resolr.tion was passed declaring that the company had no interest in the contract. Held, the benefit of the contract belonged to thc comrany and the directors mifst account for it.

POWERS OF DIRECTORS
The powers of the directors depend on the articles. Table A Art. 80, provides:
" The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not, b}- the Act or by these regulations, required to be exercised by the company in general meeting, subject nevertheless to any of these regulations, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made."

If they act within the powers given to them by the articles, directors are not bound to obey resolutions passed by the shareholders at a general meeting; such resolutions cannot override a decision of the

travel books:
where is HTML where is HEAD where is TITLE smacks. Unknown to what is company, he was paid a commission on what is contract by what is shipbuilders. X. was also a shareholder in an ice company which, in addition to dividends, paid bonuses to shareholders who were owners of fishing smacks and employed what is ice company for supplying ice to what is fishing smacks. X. employed what is ice company in respect of what is B. company's fishing smacks and received what is bonus. Held, X. must account to what is company both for what is commission and what is bonus, although what is bonus could never have been received by what is B. company as it was not a shareholder in what is ice company. Promotion Money.-On what is same principle, a director must not accept from a promoter any money, shares or other benefit, either while any negotiations between what is promoter and what is company are still going on or even after they have been completed. Eden v. Ridsdales Lamp Co. (1889), 23 Q. B. D. 368. F., a promoter, contracted to sell a business to what is company and before what is contract was completed and while questions were open between what is company and F., F. transferred to E., a director, 200 shares in what is company. Held, E. must account to what is company for what is highest value which what is shares had while he owned them. Archer's Case, [1892.11 Ch. 322. A., at what is request of F., a promoter, agreed to become a director on what is terms that if at any future time he wanted to sell his qualifying shares, F. would buy them at what is price A. paid for them. Later, A. resigned and F. bought his shares, which were then valueless, as agreed. Held, A. must account to what is liquidator of what is company for what is money he received from F. with interest. Directors cannot obtain a benefit for themselves and then, by what is exercise of their voting power, authorise themselves to retain it. Cook v. Deeks, [1916] 1 A. C. 554. Directors of a construction company negotiated for a construction contract in what is usual way in which what is company's business was carried on, and then took what is contract in their own names. A meeting of what is comFany was called. and by their votes as holders of three-quarters of what is shares, a resolr.tion was passed declaring that what is company had no interest in what is contract. Held, what is benefit of what is contract belonged to thc comrany and what is directors mifst account for it. POWERS OF DIRECTORS what is powers of what is directors depend on what is articles. Table A Art. 80, provides: " what is business of what is company shall be managed by what is directors, who may pay all expenses incurred in promoting and registering what is company, and may exercise all such powers of what is company as are not, b}- what is Act or by these regulations, required to be exercised by what is company in general meeting, subject nevertheless to any of these regulations, to what is provisions of what is Act, and to such regulations, being not inconsistent with what is aforesaid regulations or provisions, as may be prescribed by what is company in general meeting; but no regulation made by what is company in general meeting shall invalidate any prior act of what is directors which would have been valid if that regulation had not been made." If they act within what is powers given to them by what is articles, directors are not bound to obey resolutions passed by what is shareholders at a general meeting; such resolutions cannot override a decision of what is 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 132 where is strong CHAPTER 11 DIRECTORS where is p align="justify" smacks. Unknown to what is company, he was paid a commission on what is contract by what is shipbuilders. X. was also a shareholder in an ice company which, in addition to dividends, paid bonuses to shareholders who were owners of fishing smacks and employed what is ice company for supplying ice to what is fishing smacks. X. employed what is ice company in respect of what is B. company's fishing smacks and received what is bonus. Held, X. must account to what is company both for what is commission and what is bonus, although what is bonus could never have been received by what is B. company as it was not a shareholder in what is ice company. Promotion Money.-On what is same principle, a director must not accept from a promoter any money, shares or other benefit, either while any negotiations between what is promoter and what is company are still going on or even after they have been completed. Eden v. Ridsdales Lamp Co. (1889), 23 Q. B. D. 368. F., a promoter, contracted to sell a business to what is company and before what is contract was completed and while questions were open between what is company and F., F. transferred to E., a director, 200 shares in what is company. Held, E. must account to what is company for what is highest value which what is shares had while he owned them. Archer's Case, [1892.11 Ch. 322. A., at what is request of F., a promoter, agreed to become a director on what is terms that if at any future time he wanted to sell his qualifying shares, F. would buy them at what is price A. paid for them. Later, A. resigned and F. bought his shares, which were then valueless, as agreed. Held, A. must account to what is liquidator of what is company for what is money he received from F. with interest. Directors cannot obtain a benefit for themselves and then, by the exercise of their voting power, authorise themselves to retain it. Cook v. Deeks, [1916] 1 A. C. 554. Directors of a construction company negotiated for a construction contract in what is usual way in which what is company's business was carried on, and then took the contract in their own names. A meeting of what is comFany was called. and by their votes as holders of three-quarters of what is shares, a resolr.tion was passed declaring that what is company had no interest in what is contract. Held, what is benefit of what is contract belonged to thc comrany and what is directors mifst account for it. POWERS OF DIRECTORS what is powers of what is directors depend on what is articles. Table A Art. 80, provides: " what is business of what is company shall be managed by what is directors, who may pay all expenses incurred in promoting and registering what is company, and may exercise all such powers of what is company as are not, b}- what is Act or by these regulations, required to be exercised by what is company in general meeting, subject nevertheless to any of these regulations, to what is provisions of what is Act, and to such regulations, being not inconsistent with what is aforesaid regulations or provisions, as may be prescribed by what is company in general meeting; but no regulation made by what is company in general meeting shall invalidate any prior act of what is directors which would have been valid if that regulation had not been made." If they act within what is powers given to them by what is articles, directors are not bound to obey resolutions passed by what is shareholders at a general meeting; such resolutions cannot override a decision of what is where is Server.Execute("_SiteMap.asp") %

Book Pages: _SiteMap , default , 001 , 002 , 003 , 004 , 005 , 006 , 007 , 008 , 009 , 010 , 011 , 012 , 013 , 014 , 015 , 016 , 017 , 018 , 019 , 020 , 021 , 022 , 023 , 024 , 025 , 026 , 027 , 028 , 029 , 030 , 031 , 032 , 033 , 034 , 035 , 036 , 037 , 038 , 039 , 040 , 041 , 042 , 043 , 044 , 045 , 046 , 047 , 048 , 049 , 050 , 051 , 052 , 053 , 054 , 055 , 056 , 057 , 058 , 059 , 060 , 061 , 062 , 063 , 064 , 065 , 066 , 067 , 068 , 069 , 070 , 071 , 072 , 073 , 074 , 075 , 076 , 077 , 078 , 079 , 080 , 081 , 082 , 083 , 084 , 085 , 086 , 087 , 088 , 089 , 090 , 091 , 092 , 093 , 094 , 095 , 096 , 097 , 098 , 099 , 100 , 101 , 102 , 103 , 104 , 105 , 106 , 107 , 108 , 109 , 110 , 111 , 112 , 113 , 114 , 115 , 116 , 117 , 118 , 119 , 120 , 121 , 122 , 123 , 124 , 125 , 126 , 127 , 128 , 129 , 130 , 131 , 132 , 133 , 134 , 135 , 136 , 137 , 138 , 139 , 140 , 142 , 143 , 144 , 145 , 146 , 147 , 148 , 149 , 150 , 151 , 152 , 153 , 154 , 155 , 156 , 157 , 158 , 159 , 160 , 161 , 162 , 164 , 165 , 166 , 167 , 168 , 169 , 170 , 171 , 172 , 178 , 179 , 180 , 181 , 182 , 183 , 184 , 185 , 186 , 187 , 188 , 189 , 190 , 191 , 192 , 193 , 194 , 195 , 196 , 197 , 198 , 199 , 200 , 201 , 202 , 203 , 204 , 205 , 206 , 207 , 209 , 210 , 211 , 212 , 214 , 215 , 217 , 218 , 219 , 220 , 221 , 222 , 223 , 224 , 225 , 226 , 227 , 228 , 229 , 230 , 231 , 232 , 233 , 234 , 235 , 236 , 237 , 238 , 239 , 240 , 241 , 242 , 243 , 244 , 245 , 246 , 247 , 248 , 249 , 250 , 251 , 252 , 253 , 254 , 255 , 256 , 257 , 258 , 259 , 260 , 261 , 262 , 263 , 264 , 265 , 266 , 267 , 268 , 269 , 270 , 271 , 272 , 273 , 274 , 275 , 276 , 277 , 278 , 279 , 280 , 281 , 282 , 283 , 284 , 285 , 287 , 288 , 289 , 290 , 291 , 292 , 293 , 294 , 295 , 296 , 297 , 298 , 299 , 300 , 301 , 302 , 303 , 304 , 305 , 306 , 307 , 308 , 309 , 310 , 311 , 312 , 313 , 314 , 315 , 316 , 317 , 318 , 319 , 320 , 321 , 322 , 323 , 324 , 325 , 326 , 327 , 328 , 329 , 330 , 331 , 332 , 333 , 334 ,