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Restrictions on appoint- ment of advertise- ment of
director.
8 Edw. 7 c. 69 s. 72.
Qualification of director. 16. §. 73.
Validity of
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(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings,
(3) Tutil the contrary is proved, every general meeting of the company or meeting of directors in respect of the proceedings whereof miuntes have been so made shall bo deemed to have duly held and convened, and all proceed- ings had thereat to have been duly bad, and all appoint- mems of directors, or liquidators, shall be deemed to be valid.
Appointment, Qualification, and Duties, $e,, of Directors.
73.-) A person shall not be capable of being appoint- ed director of a company by the articles, and shall not be named as a director or proposed director of a company in any prospects issued by or on behalf of the company, or in any statement in lien of prospectus filed by or on behalf of a company, muless, before the registration of the articles or the publication of the prospectus, or the filing of the statement in lieu of prospectus, as the ease may be, he has
by himself or by his agent authorised in writing
() signed and filed with the registrar of companies a con-
seut in writing to act as such director; and (10) either signed the memoraudat for a number of shares not less than his qualification (if any), or signed and filed with the registrar a contract in writing to take from the company and pay for his qualification shares (if any).
(2) On the application for registration of the memoran- dum and articles of a company the applicnut shall deliver to the registrar a list of the persons who have consented to he directors of the company, and, if this list contains the mame of any person who has not so consented, the appli- cant shall be liable to a fiue not exceeding five hundred dollars.
(3) This section shall not apply to a private company norto a prospectus issued by or on behalf of a company after the expiration of one year from the date at which the company is entitled to commence business.
74.-(1) Without prejnilice to the restrictimus imposed by the last foregoing section, it shall be the duty of every director who is by the regulations of the company required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within two months after his appointment, or such shorter time as may he fixed by the regulations of the company.
(2) The office of director of a company shall he vacated, if the director does not within two months from the date of his appointment, or within such shorter time as may be fixed by the regulations of the company, obtain his qualification, or if after the expiration of such period or shorter time he cases at any time to hold his qualification; and a person vacating office under this section shall be incapable of being re-appointed director of the company until he has obtained his qualification.
(3) If after the expiration of the said period or shorter time any unqualified person acts as a director of the company, he shall be liable ou conviction to a fue not exceeding fifty dollars for every day between the expiration of tho said period or shorter time and the last day on which it is proved that he noted as a director.
75. The nets of a director shall be valid notwithstand- aets of direc. ing any defect that may afterwards be discovered in his
appointment on qualification.
fors.
Ib. s. 74.
List of direc tors to be
seul to
registrar.
b. s. 7.
76—(1) Every company shall keep at its registered office a register containing the mines and addresses and the occupations of its directors, and send to the registrar of companies a copy thereof, and from time to time notify to the registrar any change among its directors,
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(2) If default is made in compliance with this section,
the company shall be liable to à Bue not exceeding fifty dollars for every day during which the default contintes : and every director of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.
Duties of Directors us to Accounts.
77.-1) The directors chall cause true accounts to be Duties of kept-
Directors as
Of the sums of money received and expended by the to accounts.
company mid the amtter in respect of which such receipt and expenditure inkos place, sul Of the assets and liabilities of the company.
(2) The hooks of accom shall be kept at the registere affee of the company, or at simh other place or places as the directors think fit, and shall always be open to the inspection of the directors,
(3) The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except us conferred by statute or authorized by the directors or by the company in general meeting.
(4) Once at least in every year the directors shall lay before the company in general meeting a profit and loss Reconut for the period since the preceding account or (in the case of the first acconut) since the incorporation of the company, made up to a date not more than six months before such meeting.
(5) A fulance sheet shall be made out in every year and laid before the company in general meeting made up to a date not more than six months before such meeting, The balance sheet shall be accompanied by
a report of the directors as to the state of the company's affairs, and the amount which they recommend to be paid by way of dividend, and the amount, if any, which they propose to carry to a reserve fund,
(6) A copy of the balance sheet and report shall, seven days previously to the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder.
(7) If default is made in compliance with any of the provisions of this section every director of the company who knowingly and wilfully authorises or permits the default shall be liable to a fine not exceeding five hundred dollars
Contracts, &c. 78.---(1) Contracts on behalf of a company may be Form of made as follows that is to say) :—
contracts. 8 Edw. 7 c.
(i) Any contract which if made between private 29 s. 76.
persons would be by law required to be in writing under seal, may be made on behalf of the company in writing under the common seal of the company, and may in the same manner be varied or discharged:
(i) Any contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the cou- pany in writing signed by any person acting under its authority, express or implied, and may in the same numer be varied or dis- charged:
(i) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the com- pany by any person acting under its authority, express or biplied, and any in the same man- ner be varied or discharged.
(2) All contrets made according to this section shall be effectual in law, and shall bind the company and its succes- sors and all other parties thereto, their heirs, executors, or administrators as the case may be.
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