(which in practice covers all private clubs incorporated as companies limited by guarantee). This is in
This is in line with the corresponding section 372 of the Companies Act 1985 in Britain. If this recommendation is implemented, the members of any particular company limited by guarantee who wish to have a right to appoint proxies will still be able to do so by providing accordingly in their company's Articles
Association.
IV Appointment of directors to be voted on individually
(section 157A of the Ordinance)
17
of
Section 157A of the Ordinance mirrors section 183 of the Companies Act 1948 (now section 292 of the Companies Act 1985) in Britain and provides that, except in the case of a private company, a motion at a general meeting for the appointment of two or more persons as directors shall not be made by a single resolution, unless the meeting unanimously resolves that the motion be so made. The section was also introduced by the Companies (Amendment) Ordinance 1984 and was designed to prevent attempts to force through groups of directors of commercial companies.
18
This provision has also met with difficulties in operation in connection with companies limited by guarantee. Some private clubs limited by guarantee find it embarrassing to require appointment of directors to be voted on individually (Companies limited by guarantee are not private companies within the meaning of the Ordinance and are therefore not exempted from section 157A). The Standing Committee is of the view that the provision has caused unnecessary complications in the running of companies limited by guarantee and recommends that section 157A be amended by excluding companies not having share capital from its provision, in addition to the existing exclusion of private companies.
V Minimum age limit for directors section 157C of the Ordinance)
19
Section 157C of the Ordinance, introduced by the Companies (Amendment) Ordinance 1984, provides that no person shall be capable of being appointed a
appointed a director of a company unless he has attained the age of 21 years.
20
in its
its Report entitled Civil Law recommended,
The Law Reform Commission "Young Persons Effect of
of age in in inter alia, that the age at which a person might become director of a company should be lowered from 21 years years.
a
to 18
CONFIDENTIAL