2. The powers of the directors to manage the affairs of the company, subject to the control of the shareholders.

acting de facto, their acts may be valid, although the persons acting may not have been duly qualified (k).

2. The directors have the management and superintendance of the affairs of the company, except as to matters directed to be transacted by a general meeting; and subject also to the control and regulation of any general meeting, specially convened for the purpose, but not so as to render invalid any act done by the directors prior to such general meeting. (Id., s. 90, post, App., 101). And the powers of the company, which can be exercised only at a general meeting, are as follows:-The choice and removal of directors, and increasing or diminishing their number; the choice of auditors; the determination as to the remuneration of directors, auditors, treasurer, and secretary (7); the determination as to the amount of money to be borrowed on mortgage; the determination as to the augmentation of capital; and the declaration of dividends. (Id., s. 91, post, App., 102). The directors hold meetings as they shall appoint, and any two directors may call a meeting. To constitute a meeting, a quorum must be present, consisting, if not otherwise prescribed in the special act, of one-third of the directors. Questions are decided by a majority of votes, and the chairman is entitled to a casting vote. (Id., s. 92, post, App., 102). A chairman and deputy chairman of directors may be elected annually; and any vacancy happening during the year must be filled up. (Id., s. 93, post, App., 102). In the absence of both, at a meeting of directors, a temporary chairman is to be chosen. (Id., s. 94, post, App., 102). The

(k) Foss v. Harbottle, 2 Hare, 461. See 8 Vict. c. 16, s. 99, post, Appendix, 104.

() As to the right of directors to sue the company for remuneration, see Dunston v. The Imperial Gas Light Company, 3 B. & Ad. 125.

It seems, that, under the general authorities contained in the statute, the company are authorised to grant a pension to an officer retiring in consequence of ill-health. (Clarke v. The Imperial Gas Company, 4 B. & Ad. 325).

pany,

directors may appoint one or more committees, and entrust them with power to do acts relating to the affairs of the comwhich the directors could lawfully do, and which they shall think proper to entrust to them. (Id., s. 95, post, App., 102). The committees must exercise their powers at a meeting, at which a quorum must be present, and their chairman has a casting vote. (Id., s. 96, post, App., 103). The power which may be granted to any committee to Contracts. make contracts, as well as the power of the directors to make contracts, on behalf of the company, may lawfully be exercised as follows:-With respect to any contract which, if made between private persons, would be by law required to be in writing, and under seal, such committee or the directors may make such contract on behalf of the company, in writing, and under the common seal of the company, and in the same manner may vary or discharge the same.

With respect to any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, then such committee, or the directors, may make such contract on behalf of the company in writing, signed by such committee or any two of them, or any two of the directors, and in the same manner may vary or discharge the same.

With respect to any contract which, if made between private persons, would by law be valid, although made by parol only, and not reduced into writing, such committee, or the directors, may make such contract on behalf of the company, by parol only, without writing, and in the same manner may vary or discharge the same.

And all such contracts are declared to be effectual in law, and to be binding upon the company and their successors, and all other parties thereto, their heirs, executors, or administrators; and on any default in the execution of any such contract, either by the company, or any other party thereto, such actions or suits may be brought, either by or

2. The powers of the directors to manage the affairs of the company, subject to the control of the shareholders.

acting de facto, their acts may be valid, although the perso acting may not have been duly qualified (k).

2. The directors have the management and superinten ance of the affairs of the company, except as to matte directed to be transacted by a general meeting; and subje also to the control and regulation of any general meeti specially convened for the purpose, but not so as to ren invalid any act done by the directors prior to such gene meeting. (Id., s. 90, post, App., 101). And the power the company, which can be exercised only at a general m ing, are as follows:-The choice and removal of direct and increasing or diminishing their number; the choice auditors; the determination as to the remuneration of dire ors, auditors, treasurer, and secretary (1); the determinatı as to the amount of money to be borrowed on mortgag the determination as to the augmentation of capital; a. the declaration of dividends. (Id., s. 91, post, App., 10. The directors hold meetings as they shall appoint, and a two directors may call a meeting. To constitute a me ing, a quorum must be present, consisting, if not otherw prescribed in the special act, of one-third of the direct Questions are decided by a majority of votes, and chairman is entitled to a casting vote. (Id., s. 92, p App., 102). A chairman and deputy chairman of direc may be elected annually; and any vacancy happening d ing the year must be filled up. (Id., s. 93, post, App., 1 In the absence of both, at a meeting of directors, a tempo: chairman is to be chosen. (Id., s. 94, post, App., 102). T

(k) Foss v. Harbottle, 2 Hare,

461.

See 8 Vict. c. 16, s. 99, post,
Appendix, 104.

() As to the right of directors to
sue the company for remuneration,
see Dunston v. The Imperial Gas
Light Company, 3 B. & Ad. 125.

It seems, that, under the general thorities contained in the statute, company are authorised to gri pension to an officer retiring in co sequence of ill-health. (Clarke v. Imperial Gas Company, 4 B. & 325).

4

s may appoint one rare suntees, and

the power to do acts relating to the winds of 'ne 2008the directors could av und winch shey

proper to entrust to them.4, 95, 2004, App, In committees must exercise their powers at a - wine & quorum must be present, and their nie a casting volt. (Id., s. 96, post, App., 103)

ma Fanted to any committee to C k-wel a tie power of the directors 16 on et te mrpany, may lawtuli

per and contract art.

against the company, as might be brought, had the same contracts been made between private persons only. (Id., s. 97, post, App., 103) (m).

Minutes of all appointments, contracts, orders, and proceedings of the directors and committees, must be entered in books, and every such entry signed by the chairman presiding at the meeting(n), and the minutes are then receivable in evidence, without further proof. (Id., s. 98, post, App., 103). And all acts done by directors are valid, although a director may have been disqualified or defectively appointed. (Id., s. 99, post, App., 104). No director, by executing a contract

(m) The rule of the common law is, that a corporation, being an invisible body, cannot manifest its intentions, by any personal act or oral discourse; and it therefore acts and speaks only by its common seal. For, though the particular members may express their private consents to any act, by words or signing their names, yet this does not bind the corporation: it is the fixing of the seal, and that only, which unites the several assents of the individuals who compose the community, and makes one joint assent of the whole. (See Dav. 44, 48). In pursuance of this doctrine, all contracts made by corporations are required to be under their common seal, subject to certain exceptions in favour of trading and other contracts. (See Beverley v. The Lincoln Gas Light Company, 6 Ad. & E. 829; The Fishmongers' Company v. Robertson, 5 Man. & G. 131). These excepted cases depend upon very subtle distinctions; and the above enactment will prevent many difficulties, which would otherwise have arisen, in enforcing contracts made by railway directors.

(n) Where a statute required that

the directors should keep a minute and entry of the orders and proceedings of every meeting of the directors, "which shall be signed by the chairman at each respective meeting," the evidence shewed that the minutes had been signed by the chairman, not at the meeting when the proceedings took place, but at the next meeting, over which he also presided as chairman. The Court held, that the minutes were sufficiently signed; and said, that, if signature during the meeting had been considered necessary by the Legislature, it would have been very easy, by a slight transposition of words, to have carried out such an intention. (Southampton Dock Company v. Richards, 1 Man. & G. 448; S. C., 2 Railway Cases, 215; 1 Scott, N. R., 219. See also on the same point London and Brighton Railway Company v. Fairclough, 2 Man. & G. 674; 2 Railway Cases, 544; 3 Scott, N. R., 68: West London Railway Company v. Bernard, 3 Q. B. 873; Miles v. Baugh, 3 Q. B. 845; 3 Gale & D. 119; Sheffield and Manchester Railway Company v. Woodcock, 2 Railway Cases, 522; 7 Mee, & W. 574).