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Page 134

CHAPTER 11
DIRECTORS

Table A, Art. 98, provides that directors' meetings shall be summoned by the secretary on the requisition of any director, that questions shall be decided by a majority of votes, and that in case of equality the chairman shall have a second or casting vote.

Quorum.-A quorum is that number of directors which must be present to make the proceedings of the board valid. The articles usually fix a quorum. Table A, Art. 99, provides:
" The quorum necessary for the transaction of the business of the directors may be fixed by the directors and unless so fixed shall be two."
If the number of directors sinks below the quorum, the directors cannot act. It is therefore usual for the articles to provide that the continuing directors can act. Table A, Art. 100, provides that in such a case " the continuing directors may act for the purpose of increasing the number of directors to " the quorum, " or of summoning a general meeting of the company, but for no other purpose."
In ascertaining whether a quorum is present, those directors who are incompetent to vote on the matter under discussion must not be counted. (59) Directors, however, can attend the meeting even if they are unable to vote. (60)
One transaction cannot be split up into two resolutions so as to qualify directors to vote.

In re North Eastern Insurance Co., [1919] 1 Ch. 198. Y. and D., two directors of a company, had made advances to a company in consideration of receiving debentures. The company had four directors, three of whom were a quorum. A resolution was passed granting a debenture to Y. Y. did not vote on this resolution. Another resolution was then passed granting a debenture to D., on which D. did not vote. The two debentures ranked equally among themselves. Held, the issue of the two debentures formed one transaction in which Y. and D. were equally interested and that the two resolutions were invalid for want of a quorum.

Minutes of Directors' Meetings.-Minutes of directors' meetings must be kept, and such minutes signed by the chairman of that meeting or of the next succeeding meeting are evidence of the proceedings. Where minutes have been made, there is a presumption that the meeting was duly convened, that all proceedings were duly had, and that all appointments of directors and managers were valid (s. 145).
A loose-leaf minute book does not comply with the section.(61)

59 In re Greymouth Point Elizabeth By., etc. Co., [1904] 1 Ch. 32.
60 Grimwade v. B. P. S. Syndicate (1915), 31 T. L. R. 531.
61 Hearts of Oak Assurance Co. v. Flower, [1936] Ch. 76.

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where is HTML where is HEAD where is TITLE Table A, Art. 98, provides that directors' meetings shall be summoned by what is secretary on what is requisition of any director, that questions shall be decided by a majority of votes, and that in case of equality what is chairman shall have a second or casting vote. Quorum.-A quorum is that number of directors which must be present to make what is proceedings of what is board valid. what is articles usually fix a quorum. Table A, Art. 99, provides: " what is quorum necessary for what is transaction of what is business of what is directors may be fixed by what is directors and unless so fixed shall be two." If what is number of directors sinks below what is quorum, what is directors cannot act. It is therefore usual for what is articles to provide that what is continuing directors can act. Table A, Art. 100, provides that in such a case " what is continuing directors may act for what is purpose of increasing what is number of directors to " what is quorum, " or of summoning a general meeting of what is company, but for no other purpose." In ascertaining whether a quorum is present, those directors who are incompetent to vote on what is matter under discussion must not be counted. (59) Directors, however, can attend what is meeting even if they are unable to vote. (60) One transaction cannot be split up into two resolutions so as to qualify directors to vote. In re North Eastern Insurance Co., [1919] 1 Ch. 198. Y. and D., two directors of a company, had made advances to a company in consideration of receiving debentures. what is company had four directors, three of whom were a quorum. A resolution was passed granting a debenture to Y. Y. did not vote on this resolution. Another resolution was then passed granting a debenture to D., on which D. did not vote. what is two debentures ranked equally among themselves. Held, what is issue of what is two debentures formed one transaction in which Y. and D. were equally interested and that what is two resolutions were invalid for want of a quorum. Minutes of Directors' Meetings.-Minutes of directors' meetings must be kept, and such minutes signed by what is chairman of that meeting or of what is next succeeding meeting are evidence of what is proceedings. Where minutes have been made, there is a presumption that what is meeting was duly convened, that all proceedings were duly had, and that all appointments of directors and managers were valid (s. 145). A loose-leaf minute book does not comply with what is section.(61) 59 In re Greymouth Point Elizabeth By., etc. Co., [1904] 1 Ch. 32. 60 Grimwade v. B. P. S. Syndicate (1915), 31 T. L. R. 531. 61 Hearts of Oak Assurance Co. v. Flower, [1936] Ch. 76. 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 134 where is strong CHAPTER 11 DIRECTORS where is p align="justify" Table A, Art. 98, provides that directors' meetings shall be summoned by what is secretary on what is requisition of any director, that questions shall be decided by a majority of votes, and that in case of equality what is chairman shall have a second or casting vote. Quorum.-A quorum is that number of directors which must be present to make what is proceedings of what is board valid. what is articles usually fix a quorum. Table A, Art. 99, provides: " what is quorum necessary for what is transaction of what is business of what is directors may be fixed by what is directors and unless so fixed shall be two." If what is number of directors sinks below what is quorum, what is directors cannot act. It is therefore usual for what is articles to provide that what is continuing directors can act. Table A, Art. 100, provides that in such a case " what is continuing directors may act for the purpose of increasing what is number of directors to " what is quorum, " or of summoning a general meeting of what is company, but for no other purpose." In ascertaining whether a quorum is present, those directors who are incompetent to vote on what is matter under discussion must not be counted. (59) Directors, however, can attend what is meeting even if they are unable to vote. (60) One transaction cannot be split up into two resolutions so as to qualify directors to vote. In re North Eastern Insurance Co., [1919] 1 Ch. 198. Y. and D., two directors of a company, had made advances to a company in consideration of receiving debentures. what is company had four directors, three of whom were a quorum. A resolution was passed granting a debenture to Y. Y. did not vote on this resolution. Another resolution was then passed granting a debenture to D., on which D. did not vote. what is two debentures ranked equally among themselves. Held, what is issue of what is two debentures formed one transaction in which Y. and D. were equally interested and that what is two resolutions were invalid for want of a quorum. Minutes of Directors' Meetings.-Minutes of directors' meetings must be kept, and such minutes signed by what is chairman of that meeting or of what is next succeeding meeting are evidence of the proceedings. Where minutes have been made, there is a presumption that what is meeting was duly convened, that all proceedings were duly had, and that all appointments of directors and managers were valid (s. 145). A loose-leaf minute book does not comply with what is section.(61) 59 In re Greymouth Point Elizabeth By., etc. Co., [1904] 1 Ch. 32. 60 Grimwade v. B. P. S. Syndicate (1915), 31 T. L. R. 531. 61 Hearts of Oak Assurance Co. v. Flower, [1936] Ch. 76. where is Server.Execute("_SiteMap.asp") %

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