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Rights and responsibilities of alternate directors
This section has no associated Explanatory Memorandum
26.—(1) An alternate director has the same rights, in relation to any directors’ meeting or directors’ written resolution, as the alternate’s appointor.
(2) Except as the articles specify otherwise, alternate directors—
(a)are deemed for all purposes to be directors;
(b)are liable for their own acts and omissions;
(c)are subject to the same restrictions as their appointors; and
(d)are not deemed to be agents of or for their appointors.
(3) A person who is an alternate director but not a director—
(a)may be counted as participating for the purposes of determining whether a quorum is participating (but only if that person’s appointor is not participating), and
(b)may sign a written resolution (but only if it is not signed or to be signed by that person’s appointor).
No alternate may be counted as more than one director for such purposes.
(4) An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the company.
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