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unauthorized contractsit may sometimes happen that a companys agent while entering into a contract on behalf of the company exceeds his powers under
liability the secretary is an officer of the company and thus he owes fiduciary duties to the company
position in relation to the companyin 1882 lord esher in barnett hoares amp co v south london tramsways co stated thata secretary is a mere servant
powers and duties the powers and duties of the secretary depend on the size and nature of the company and the personal contractual arrangements
company secretary 4191 appointment of the secretary by
removal article 107 provides that the managing directors appointment shall be automatically determined if
remuneration article 108 provides that a managing director shall receive such remuneration whether by way
powers of managing director article 109 offers that the directors may entrust to and confer upon a
empowers directors - company managementin the case of companies which have adopted table a article 107 empowers directors to appoint a managing
managing directorin ellis v bailey and company east africa limited 76 it was stated that without specific authority in the articles directors may not
division of companys powersarticle 80 of table a statesthe business of the company shall be managed by the directors one who may exercise all the
register of directors shareholdingssection 1961 requires every company to keep a register showing the number description and amount of any shares or
directors powersequity regards directors as holding their powers on trust for the company they can only exercise those powers for the benefit of the
relief from liabilityunder s4021 the court has power in an action against an officer for breach of duty to grant relief where although the officer is
restatement of the fundamental rulein bray v ford lord herschell stated that the aforesaid rule is not founded upon principles of morality but is
provision of fiduciary duties - company managementthis provision is supplemented by article 84 of table a which provides that- i the director
fiduciary dutiesthe fiduciary duties of directors arising from their fiduciary relation to the company have been the subject of consideration in an
impose a duty on directorsa company is however free to impose a duty on its directors to attend board meetings within a certain period of time and to
directorship - company managementa directorship is not a professional job with a legally prescribed qualification in the circumstances anybody even a
duties of directorsthe duties of directors are usually considered under two broad headings namely-i duties of care and skill at common law andii
loans to directorssection 1911 renders unlawful any loan made by a company to a director of the company or its holding company it is also unlawful
compensation for loss of officea section 192 makes it unlawful for a company to make a director any payment by way of compensation for loss of office
directors remunerationfor technical reasons the directors are not regarded as servants or employees of the company of that they are directors
compensation for removalsubsection 6 provides that nothing in s185 shall be taken as depriving a removed director of compensation or damages payable
removal of directorsby s1851 a company may by ordinary resolution remove a director before the expiration of his period of office but notwithstanding