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Page 133

CHAPTER 11
DIRECTORS

directors or control them as to the future. 53 To give such control, the articles would require alteration.
" Even a resolution of a numerical majority at a general meeting of the company cannot impose its will upon the directors when the articles have confided to them the control of the company's affairs." (54)

If directors exceed the powers given to them by the articles, their action can be ratified by an ordinary resolution of the company. (55)
Power to manage the business of the company does not give directors power to fix their own remuneration, (56)

Delegation of Powers.-Directors cannot delegate their powers, unless expressly allowed to do so in the articles. Table A, Art. 102, provides:
" The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulation that may be imposed on it by the directors."

Meetings of Directors.-Apart from cases where their powers have been delegated, directors act as a board. They " may meet together for the dispatch of business, adjourn and otherwise regulate thir meetings as they think fit." (57) Every director is entitled to have reasonable notice of a meeting but the articles may provide that notice need not be given to a director who is absent from the United Kingdom. (57) What is reasonable notice depends on the practice of the company, but if a director wishes to complain of the shortness of the notice he should act promptly, otherwise the Court will not interfere. (58)
If notice is not properly given, the proceedings at the meeting are void.

Re Homer Gold Mines (1888), 39 Ch. D. 546. Application was invited for 106,000 shares, and the directors resolved not to allot until 13,000 shares were applied for. A subsequent meeting was held at which two directors, a quorum, were present, when a resolution was passed to allot the shares applied for, about 3,000. The meeting was held at a few hours' notice at 2 o'clock. One director did not receive notice until next day, and another gave notice that he could not attend until 3 o'clock. Held, the allotment was void.

53 Gramophone, Ltd. v. Stanley, [190812 K. B. 89; Salmon v. Quin and Axtens, [1909] Ch. 311; [1909] A. C. 442.
54 Per Buckley, L.J., [1908] 2 K. B. at p. 105.
55 Grant v. United Kingdom Switckback Co. (1888), 40 Ch. D. 135.
56 Foster v. Foster, [1916] 1 Ch. 532.
57 Table A, Art. 98.
58 Browne v. La Trinidad (1887), 37 Ch. D. 1.

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where is HTML where is HEAD where is TITLE directors or control them as to what is future. 53 To give such control, what is articles would require alteration. " Even a resolution of a numerical majority at a general meeting of what is company cannot impose its will upon what is directors when what is articles have confided to them what is control of what is company's affairs." (54) If directors exceed what is powers given to them by what is articles, their action can be ratified by an ordinary resolution of what is company. (55) Power to manage what is business of what is company does not give directors power to fix their own remuneration, (56) Delegation of Powers.-Directors cannot delegate their powers, unless expressly allowed to do so in what is articles. Table A, Art. 102, provides: " what is directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in what is exercise of what is powers so delegated conform to any regulation that may be imposed on it by what is directors." Meetings of Directors.-Apart from cases where their powers have been delegated, directors act as a board. They " may meet together for what is dispatch of business, adjourn and otherwise regulate thir meetings as they think fit." (57) Every director is entitled to have reasonable notice of a meeting but what is articles may provide that notice need not be given to a director who is absent from what is United Kingdom. (57) What is reasonable notice depends on what is practice of what is company, but if a director wishes to complain of what is shortness of what is notice he should act promptly, otherwise what is Court will not interfere. (58) If notice is not properly given, what is proceedings at what is meeting are void. Re Homer Gold Mines (1888), 39 Ch. D. 546. Application was invited for 106,000 shares, and what is directors resolved not to allot until 13,000 shares were applied for. A subsequent meeting was held at which two directors, a quorum, were present, when a resolution was passed to allot what is shares applied for, about 3,000. what is meeting was held at a few hours' notice at 2 o'clock. One director did not receive notice until next day, and another gave notice that he could not attend until 3 o'clock. Held, what is allotment was void. 53 Gramophone, Ltd. v. Stanley, [190812 K. B. 89; Salmon v. Quin and Axtens, [1909] Ch. 311; [1909] A. C. 442. 54 Per Buckley, L.J., [1908] 2 K. B. at p. 105. 55 Grant v. United Kingdom Switckback Co. (1888), 40 Ch. D. 135. 56 Foster v. Foster, [1916] 1 Ch. 532. 57 Table A, Art. 98. 58 Browne v. La Trinidad (1887), 37 Ch. D. 1. 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 133 where is strong CHAPTER 11 DIRECTORS where is p align="justify" directors or control them as to what is future. 53 To give such control, what is articles would require alteration. " Even a resolution of a numerical majority at a general meeting of what is company cannot impose its will upon what is directors when the articles have confided to them what is control of what is company's affairs." (54) If directors exceed what is powers given to them by what is articles, their action can be ratified by an ordinary resolution of what is company. (55) Power to manage what is business of what is company does not give directors power to fix their own remuneration, (56) Delegation of Powers.-Directors cannot delegate their powers, unless expressly allowed to do so in what is articles. Table A, Art. 102, provides: " what is directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in what is exercise of what is powers so delegated conform to any regulation that may be imposed on it by what is directors." Meetings of Directors.-Apart from cases where their powers have been delegated, directors act as a board. They " may meet together for what is dispatch of business, adjourn and otherwise regulate thir meetings as they think fit." (57) Every director is entitled to have reasonable notice of a meeting but what is articles may provide that notice need not be given to a director who is absent from what is United Kingdom. (57) What is reasonable notice depends on the practice of what is company, but if a director wishes to complain of what is shortness of what is notice he should act promptly, otherwise the Court will not interfere. (58) If notice is not properly given, what is proceedings at what is meeting are void. Re Homer Gold Mines (1888), 39 Ch. D. 546. Application was invited for 106,000 shares, and what is directors resolved not to allot until 13,000 shares were applied for. A subsequent meeting was held at which two directors, a quorum, were present, when a resolution was passed to allot what is shares applied for, about 3,000. what is meeting was held at a few hours' notice at 2 o'clock. One director did not receive notice until next day, and another gave notice that he could not attend until 3 o'clock. Held, what is allotment was void. 53 Gramophone, Ltd. v. Stanley, [190812 K. B. 89; Salmon v. Quin and Axtens, [1909] Ch. 311; [1909] A. C. 442. 54 Per Buckley, L.J., [1908] 2 K. B. at p. 105. 55 Grant v. United Kingdom Switckback Co. (1888), 40 Ch. D. 135. 56 Foster v. Foster, [1916] 1 Ch. 532. 57 Table A, Art. 98. 58 Browne v. La Trinidad (1887), 37 Ch. D. 1. where is Server.Execute("_SiteMap.asp") %

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