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Page 140

CHAPTER 12
THE SECRETARY

directors interested in a contract could not vote. The company went into liquidation. Held, (1) the company was not liable to repay money borrowed at the secretary's request, and (2) there was no quorum at the directors' meeting to confirm the loan.
Also, without such authority, he cannot issue a writ in the company's name. (5)
" The secretary of a company is not an official who virtute officii can manage all its affairs, with or without the help of servants, in the absence of a regular directorate." -Per Lord Parker. (5)

A provision requiring or authorising a thing to be done by or to a director and the secretary cannot be done by the same person acting both as director and secretary (s. 179).
The secretary cannot register a transfer until he is authorised to do so by the directors; (6) he cannot, without such authority, strike a name off the register of shareholders; (7) and he cannot summon a general meeting on his own authority. (8)
If a person is secretary of two companies, a fact which comes to his knowledge as secretary of one company is not notice to him as secretary of the other company, unless it was his duty to the first company to communicate his knowledge to the second company.

Re Fenwick, Stobart & Co., [1902] 1 Ch. 507. H. was secretary of companies A. and B. Company B. drew a bill on company C. and endorsed it in favour of company A. The bill was dishonoured by company C. and no notice of dishonour was given to company B. It was claimed that as H., in his capacity of secretary, knew of the dishonour no notice was necessary. Held, notice to H., as secretary of company A. was not notice to company B.

A full-time secretary is a" clerk or servant " so as to be entitled to preferential payment of his salary on a winding up, but a part-time secretary is not. (9)
The secretary is an officer of the company (s. 455). His present Christian name and surname, any former Christian name and surname and his address must be set out in the register of directors and secretaries (s. 200). His name and address must be included in the annual return (6th Sch., para. 6).
The appointment of the secretary may be terminated by giving the agreed notice or, if no notice is agreed, by giving reasonable notice.(10)

5 Daimler v. Continental Tyre Co., [1916] 2 A. C. 307.
6 Chida Mines, Ltd. v. Anderson (1905), 22 T. L. R. 27.
7 Re Indo-China Steam Navigation Co., [1917] 2 Ch. 100.
8 Re State of Wyoming Syndicate, [1901] 2 Ch. 431.
9 Cairney v. Back, [1906] 2 K. B. 746.
10 Creen v. Wright (1876), 1 C. P. D. 591.

Page 141

CHAPTER 12
THE SECRETARY

It may be terminated without any notice if the secretary makes a secret profit.(11)
The appointment of a receiver and manager in a debenture-holders' action, (12) and the making of an order for the compulsory winding up of the company, (13) both operate as a dismissal of the secretary. The passing of a resolution for a voluntary winding up usually has this effect also. (14)

11 McKay's Case (1875), 2 Ch. D. 1.
12 Reid v. Explosives Co. (1887), 19 Q. B. D. 264.
13 Chapman's Case (1866), L. R. I Eq. 346.
14 Reigate v. Union Manufacturing Co., [1918] 1 K. B. 592.

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where is HTML where is HEAD where is TITLE directors interested in a contract could not vote. what is company went into liquidation. Held, (1) what is company was not liable to repay money borrowed at what is secretary's request, and (2) there was no quorum at what is directors' meeting to confirm what is loan. Also, without such authority, he cannot issue a writ in what is company's name. (5) " what is secretary of a company is not an official who virtute officii can manage all its affairs, with or without what is help of servants, in what is absence of a regular directorate." -Per Lord Parker. (5) A provision requiring or authorising a thing to be done by or to a director and what is secretary cannot be done by what is same person acting both as director and secretary (s. 179). what is secretary cannot register a transfer until he is authorised to do so by what is directors; (6) he cannot, without such authority, strike a name off what is register of shareholders; (7) and he cannot summon a general meeting on his own authority. (8) If a person is secretary of two companies, a fact which comes to his knowledge as secretary of one company is not notice to him as secretary of what is other company, unless it was his duty to what is first company to communicate his knowledge to what is second company. Re Fenwick, Stobart & Co., [1902] 1 Ch. 507. H. was secretary of companies A. and B. Company B. drew a bill on company C. and endorsed it in favour of company A. what is bill was dishonoured by company C. and no notice of dishonour was given to company B. It was claimed that as H., in his capacity of secretary, knew of what is dishonour no notice was necessary. Held, notice to H., as secretary of company A. was not notice to company B. A full-time secretary is a" clerk or servant " so as to be entitled to preferential payment of his salary on a winding up, but a part-time secretary is not. (9) what is secretary is an officer of what is company (s. 455). His present Christian name and surname, any former Christian name and surname and his address must be set out in what is register of directors and secretaries (s. 200). His name and address must be included in what is annual return (6th Sch., para. 6). what is appointment of what is secretary may be terminated by giving what is agreed notice or, if no notice is agreed, by giving reasonable notice.(10) 5 Daimler v. Continental Tyre Co., [1916] 2 A. C. 307. 6 Chida Mines, Ltd. v. Anderson (1905), 22 T. L. R. 27. 7 Re Indo-China Steam Navigation Co., [1917] 2 Ch. 100. 8 Re State of Wyoming Syndicate, [1901] 2 Ch. 431. 9 Cairney v. Back, [1906] 2 K. B. 746. 10 Creen v. Wright (1876), 1 C. P. D. 591. 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 140 where is strong CHAPTER 12 what is SECRETARY where is p align="justify" directors interested in a contract could not vote. what is company went into liquidation. Held, (1) what is company was not liable to repay money borrowed at what is secretary's request, and (2) there was no quorum at what is directors' meeting to confirm the loan. Also, without such authority, he cannot issue a writ in what is company's name. (5) " what is secretary of a company is not an official who virtute officii can manage all its affairs, with or without what is help of servants, in what is absence of a regular directorate." -Per Lord Parker. (5) A provision requiring or authorising a thing to be done by or to a director and what is secretary cannot be done by what is same person acting both as director and secretary (s. 179). what is secretary cannot register a transfer until he is authorised to do so by what is directors; (6) he cannot, without such authority, strike a name off what is register of shareholders; (7) and he cannot summon a general meeting on his own authority. (8) If a person is secretary of two companies, a fact which comes to his knowledge as secretary of one company is not notice to him as secretary of what is other company, unless it was his duty to the first company to communicate his knowledge to what is second company. Re Fenwick, Stobart & Co., [1902] 1 Ch. 507. H. was secretary of companies A. and B. Company B. drew a bill on company C. and endorsed it in favour of company A. what is bill was dishonoured by company C. and no notice of dishonour was given to company B. It was claimed that as H., in his capacity of secretary, knew of what is dishonour no notice was necessary. Held, notice to H., as secretary of company A. was not notice to company B. A full-time secretary is a" clerk or servant " so as to be entitled to preferential payment of his salary on a winding up, but a part-time secretary is not. (9) what is secretary is an officer of what is company (s. 455). His present Christian name and surname, any former Christian name and surname and his address must be set out in what is register of directors and secretaries (s. 200). His name and address must be included in what is annual return (6th Sch., para. 6). what is appointment of what is secretary may be terminated by giving the agreed notice or, if no notice is agreed, by giving reasonable notice.(10) 5 Daimler v. Continental Tyre Co., [1916] 2 A. C. 307. 6 Chida Mines, Ltd. v. Anderson (1905), 22 T. L. R. 27. 7 Re Indo-China Steam Navigation Co., [1917] 2 Ch. 100. 8 Re State of Wyoming Syndicate, [1901] 2 Ch. 431. 9 Cairney v. Back, [1906] 2 K. B. 746. 10 Creen v. Wright (1876), 1 C. P. D. 591. where is p align="left" Page 141 where is strong CHAPTER 12 THE SECRETARY where is p align="justify" It may be terminated without any notice if what is secretary makes a secret profit.(11) what is appointment of a receiver and manager in a debenture-holders' action, (12) and what is making of an order for what is compulsory winding up of what is company, (13) both operate as a dismissal of what is secretary. what is passing of a resolution for a voluntary winding up usually has this effect also. (14) 11 McKay's Case (1875), 2 Ch. D. 1. 12 Reid v. Explosives Co. (1887), 19 Q. B. D. 264. 13 Chapman's Case (1866), L. R. I Eq. 346. 14 Reigate v. Union Manufacturing Co., [1918] 1 K. B. 592. where is Server.Execute("_SiteMap.asp") %

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