Unit 4. Business Organisations
The Registered Company as Itself
Words to be remembered.
notice
qualify(ied) () , () -
waive
re
reappoint ()
subsidiary
articles ()
statutory
promotion , ( ,
)
conviction
indictable
offence ,
indictment
breach
return ()
default
fraud ,
insolvent
guilty
unfit
voidable , ,
preference ,
bracket , ,
receiver
minute ,
authenticate ,
ostensible ()
penalty .
alleged () ,
persuasion
ultra vires (.)
shareholder ( )
abuse ,
derivative
infringement (, ..)
wrongdoer
imdemnify
prudent
prejudice
venture the capital
on the footing that , ...
fiduciary , ,
dilute (, )
discretionary ,
just
perpetuate ,
misfeasance ,
requisition
Text for reading.
The Directors
A director includes any person occupying the position of a director, by whatever name called. A shadow director is a person in accordance with whose directions or instructions the directors of the company are accustomed to act but excludes persons giving advice in a professional capacity and parent companies in respect of their subsidiaries. A company can be a director.
The appointment of directors
Those named in the statement of first directors and secretary are deemed appointed. Subsequent appointments are governed by the articles, which usually provide for appointment in general meeting by ordinary resolution, the board generally has a power to fill casual vacancies.
No person other than a director retiring by rotation shall be appointed a director at an AGM unless: (i) he is recommended by the directors; or (ii) not less than 14 nor more than 35 days before the date appointed for the meeting, notice by a member qualified to vote has been given of the intention to propose that person. Directors of a public company must be voted on individually unless the meeting has unanimously agreed to waive the rule, otherwise the appointment is invalid.
The retirement of directors
At the first AGM all directors retire and at every subsequent AGM one-third or the number nearest must retire being those who have been longest in office since appointment or reappointment. If the vacancy is not filled at the AGM, the director shall be deemed reappointed unless it is resolved not to fill the vacancy or unless a resolution for reappointment has been put and lost.