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CHAPTER 11
DIRECTORS

If the minutes are incomplete, a resolution duly passed can be proved by other evidence .(62)

VALIDITY OF ACTS OF DIRECTORS
The acts of a director or manager are valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification (s. 180). Table A, Art. 105, provides:

" All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director."

The effect of these provisions is to validate the acts of a director who has not been validly appointed because there was some slip or irregularity in his appointment. They do not cover the case where there has been no appointment at all.

Morris v. Kanssen, [1946J A. C. 459. K. and C. were directors. At a bogus meeting of directors, S. was appointed a director and C. and S. purported to remove K. from the board. Later, C. and S., acting as directors, allotted shares to M. Before the allotment, M. had notice that K. was contesting the validity of S.'s appointment. Held, S. had never been a director and C.'s appointment had expired, so that the allotment to S. was invalid and was not saved by s. 143 [now s. 180] or Art. 88 [now Art. 105].

Acting directors can bind the company.
Gloucester Bank v. Rudry Merthyr Coal Co., [1895] 1 Ch. 629. The articles of a company gave power to the directors to fix the number of directors which should form a quorum. They fixed three as a quorum. A meeting of two directors only authorised the sealing of a mortgage. Held, as the mortgagees had no notice of the irregularity, the mortgage was valid.

This only means that the acts of a person who is acting as a director are as valid as if he had been properly appointed. It does not give him more extensive powers.

Craven-Ellis v. Canons. Ltd., [1936] 2 K. B. 403. C. was appointed managing director by a board of directors, none of whom had acquired their qualification shares. The articles (Table A, Art. 68) authorised the directors to appoint one of their number to be managing director. C. had no qualification shares. Held, s. 143 did not empower improperly qualified directors to do what directors properly qualified could not do, and C. was not managing director.

Even if a director is validly appointed, he may act beyond the powers given to him by the articles. In such an event, however, the company

62 Be Fireproof Doors, [1916] 2 Ch. 142.

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where is HTML where is HEAD where is TITLE If what is minutes are incomplete, a resolution duly passed can be proved by other evidence .(62) VALIDITY OF ACTS OF DIRECTORS what is acts of a director or manager are valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification (s. 180). Table A, Art. 105, provides: " All acts done by any meeting of what is directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in what is appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director." what is effect of these provisions is to validate what is acts of a director who has not been validly appointed because there was some slip or irregularity in his appointment. They do not cover what is case where there has been no appointment at all. Morris v. Kanssen, [1946J A. C. 459. K. and C. were directors. At a bogus meeting of directors, S. was appointed a director and C. and S. purported to remove K. from what is board. Later, C. and S., acting as directors, allotted shares to M. Before what is allotment, M. had notice that K. was contesting what is validity of S.'s appointment. Held, S. had never been a director and C.'s appointment had expired, so that what is allotment to S. was invalid and was not saved by s. 143 [now s. 180] or Art. 88 [now Art. 105]. Acting directors can bind what is company. Gloucester Bank v. Rudry Merthyr Coal Co., [1895] 1 Ch. 629. what is articles of a company gave power to what is directors to fix what is number of directors which should form a quorum. They fixed three as a quorum. A meeting of two directors only authorised what is sealing of a mortgage. Held, as what is mortgagees had no notice of what is irregularity, what is mortgage was valid. This only means that what is acts of a person who is acting as a director are as valid as if he had been properly appointed. It does not give him more extensive powers. Craven-Ellis v. Canons. Ltd., [1936] 2 K. B. 403. C. was appointed managing director by a board of directors, none of whom had acquired their qualification shares. what is articles (Table A, Art. 68) authorised what is directors to appoint one of their number to be managing director. C. had no qualification shares. Held, s. 143 did not empower improperly qualified directors to do what directors properly qualified could not do, and C. was not managing director. Even if a director is validly appointed, he may act beyond what is powers given to him by what is articles. In such an event, however, what is company 62 Be Fireproof Doors, [1916] 2 Ch. 142. 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 135 where is strong CHAPTER 11 DIRECTORS where is p align="justify" If what is minutes are incomplete, a resolution duly passed can be proved by other evidence .(62) VALIDITY OF ACTS OF DIRECTORS what is acts of a director or manager are valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification (s. 180). Table A, Art. 105, provides: " All acts done by any meeting of what is directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in what is appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director." what is effect of these provisions is to validate what is acts of a director who has not been validly appointed because there was some slip or irregularity in his appointment. They do not cover what is case where there has been no appointment at all. Morris v. Kanssen, [1946J A. C. 459. K. and C. were directors. At a bogus meeting of directors, S. was appointed a director and C. and S. purported to remove K. from what is board. Later, C. and S., acting as directors, allotted shares to M. Before what is allotment, M. had notice that K. was contesting what is validity of S.'s appointment. Held, S. had never been a director and C.'s appointment had expired, so that what is allotment to S. was invalid and was not saved by s. 143 [now s. 180] or Art. 88 [now Art. 105]. Acting directors can bind what is company. Gloucester Bank v. Rudry Merthyr Coal Co., [1895] 1 Ch. 629. what is articles of a company gave power to what is directors to fix what is number of directors which should form a quorum. They fixed three as a quorum. A meeting of two directors only authorised what is sealing of a mortgage. Held, as what is mortgagees had no notice of what is irregularity, what is mortgage was valid. This only means that what is acts of a person who is acting as a director are as valid as if he had been properly appointed. It does not give him more extensive powers. Craven-Ellis v. Canons. Ltd., [1936] 2 K. B. 403. C. was appointed managing director by a board of directors, none of whom had acquired their qualification shares. what is articles (Table A, Art. 68) authorised what is directors to appoint one of their number to be managing director. C. had no qualification shares. Held, s. 143 did not empower improperly qualified directors to do what directors properly qualified could not do, and C. was not managing director. Even if a director is validly appointed, he may act beyond the powers given to him by what is articles. In such an event, however, what is company 62 Be Fireproof Doors, [1916] 2 Ch. 142. where is Server.Execute("_SiteMap.asp") %

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