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Page 139

CHAPTER 12
THE SECRETARY

EvERY company must have a secretary and a sole director may not also be secretary (s. 177). A body corporate can be the secretary, but not when it has as its sole director the person who is sole director of the company (s. 178).
The secretary is usually appointed by the directors, but sometimes lie is named in the articles. Table A, Art. 110 provides:
" The secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them."

His duties have been described as " of a limited and of a somewhat humble character." (1)" A secretary is a mere servant ; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all; nor can any one assume that statements made by him are necessarily to be accepted as trustworthy without further enquiry." (2) Accordingly, a company is not liable for the act of its secretary in fraudulently certifying a transfer,' fraudulently making representations to induce persons to take shares in the company, (2) or in issuing a forged share certificate. (3)
The secretary has not, in the absence of express authority, power to bind the company by contract. (4)
Houghton & Co. v. Nothard, Lowe and Wills, [1928] A. C. 1. L., a director of the N. company, without any authority from the company, made a contract with H. The contract was confirmed by a letter written by the secretary on behalf of the company. Held, the secretary, as such, had no power to bind the company, and the N. company was not liable on the contract.

Similarly, he cannot borrow money on behalf of the company.

Re Cleadon Trust, Ltd., [1939] Ch. 286. At the request of the secretary, C., a director,. lent £17,353 to the company to discharge debts guaranteed by the company. The loans were confirmed by a meeting of the directors at which C. and one other director were present. The articles provided that two directors were a quorum, but that

1 Per Lord Macnaghten in George Whitechurch v. Cavana,qh, [1902] A. C. at p. 124.
2 Per Lord Esher in Barnett v. South London Tramways (1887), 18 Q. B. D. 815.
3 Ruben v. Great Fingall Consolidated, [1906] A. C. 439.
4 Williams v. Chester and Holyhead By. (1851), 15 Jur. 828.

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where is HTML where is HEAD where is TITLE EvERY company must have a secretary and a sole director may not also be secretary (s. 177). A body corporate can be what is secretary, but not when it has as its sole director what is person who is sole director of what is company (s. 178). what is secretary is usually appointed by what is directors, but sometimes lie is named in what is articles. Table A, Art. 110 provides: " what is secretary shall be appointed by what is directors for such term, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them." His duties have been described as " of a limited and of a somewhat humble character." (1)" A secretary is a mere servant ; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all; nor can any one assume that statements made by him are necessarily to be accepted as trustworthy without further enquiry." (2) Accordingly, a company is not liable for what is act of its secretary in fraudulently certifying a transfer,' fraudulently making representations to induce persons to take shares in what is company, (2) or in issuing a forged share certificate. (3) what is secretary has not, in what is absence of express authority, power to bind what is company by contract. (4) Houghton & Co. v. Nothard, Lowe and Wills, [1928] A. C. 1. L., a director of what is N. company, without any authority from what is company, made a contract with H. what is contract was confirmed by a letter written by what is secretary on behalf of what is company. Held, what is secretary, as such, had no power to bind what is company, and what is N. company was not liable on what is contract. Similarly, he cannot borrow money on behalf of what is company. Re Cleadon Trust, Ltd., [1939] Ch. 286. At what is request of what is secretary, C., a director,. lent £17,353 to what is company to discharge debts guaranteed by what is company. what is loans were confirmed by a meeting of what is directors at which C. and one other director were present. what is articles provided that two directors were a quorum, but that 1 Per Lord Macnaghten in George Whitechurch v. Cavana,qh, [1902] A. C. at p. 124. 2 Per Lord Esher in Barnett v. South London Tramways (1887), 18 Q. B. D. 815. 3 Ruben v. Great Fingall Consolidated, [1906] A. C. 439. 4 Williams v. Chester and Holyhead By. (1851), 15 Jur. 828. 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 139 where is strong CHAPTER 12 what is SECRETARY where is p align="justify" EvERY company must have a secretary and a sole director may not also be secretary (s. 177). A body corporate can be what is secretary, but not when it has as its sole director the person who is sole director of what is company (s. 178). what is secretary is usually appointed by what is directors, but sometimes lie is named in what is articles. Table A, Art. 110 provides: " what is secretary shall be appointed by what is directors for such term, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them." His duties have been described as " of a limited and of a somewhat humble character." (1)" A secretary is a mere servant ; his position is that he is to do what he is told, and no person can assume that he has any authority to represent anything at all; nor can any one assume that statements made by him are necessarily to be accepted as trustworthy without further enquiry." (2) Accordingly, a company is not liable for what is act of its secretary in fraudulently certifying a transfer,' fraudulently making representations to induce persons to take shares in what is company, (2) or in issuing a forged share certificate. (3) what is secretary has not, in what is absence of express authority, power to bind what is company by contract. (4) Houghton & Co. v. Nothard, Lowe and Wills, [1928] A. C. 1. L., a director of what is N. company, without any authority from the company, made a contract with H. what is contract was confirmed by a letter written by what is secretary on behalf of what is company. Held, what is secretary, as such, had no power to bind what is company, and the N. company was not liable on what is contract. Similarly, he cannot borrow money on behalf of what is company. Re Cleadon Trust, Ltd., [1939] Ch. 286. At what is request of what is secretary, C., a director,. lent £17,353 to what is company to discharge debts guaranteed by what is company. what is loans were confirmed by a meeting of what is directors at which C. and one other director were present. what is articles provided that two directors were a quorum, but that 1 Per Lord Macnaghten in George Whitechurch v. Cavana,qh, [1902] A. C. at p. 124. 2 Per Lord Esher in Barnett v. South London Tramways (1887), 18 Q. B. D. 815. 3 Ruben v. Great Fingall Consolidated, [1906] A. C. 439. 4 Williams v. Chester and Holyhead By. (1851), 15 Jur. 828. where is Server.Execute("_SiteMap.asp") %

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