Re Consolidated Nickel Mines
| Jurisdiction | England & Wales |
| Date | 1914 |
| Year | 1914 |
| Court | Chancery Division |
Company - Directors - Retirement at Ordinary Meeting - Failure to hold Meeting - Remuneration -
Articles of association of a company provided that general meetings should be held once in every year at such time and place as might be prescribed by the directors; that at the ordinary meeting in 1906 all the directors should “retire from office”; and that the directors should be remunerated at a certain rate per annum. Sect. 49 of the Companies Act, 1862 (which was then in force), provided that a general meeting should be held once in every year. No general meeting was held or called in the year 1906 or 1907, but the directors continued to act as such:—
Held, that the directors vacated office on December 31, 1906 (being the last day on which a general meeting for that year could have been held), and were not thereafter entitled to any remuneration until they were re-elected.
On February 12, 1906, the directors passed a resolution that they should not accept any fees for their services rendered thereafter; but on January 17, 1907, they passed another resolution that from that date onwards the directors should be entitled to their fees:—
Held, that a director appointed after January 17, 1907, was entitled to remuneration under the articles.
In 1905 the company agreed to sell all its undertaking and assets to another company, the consideration being fully-paid shares in a third company and the payment by the purchasing company to the selling company of the latter's debts up to 25,000l. These shares were allotted to the selling company, which gave a charge on them to the purchasing company to secure repayment of what had been paid by it in discharging the debts of the selling company beyond 25,000l.:—
Held, that the fact that after the sale the directors' duties were diminished did not disentitle them to receive the same remuneration in the future.
THE Consolidated Nickel Mines, Limited, was, on June 25, 1903, incorporated under the
“62. General meetings shall be held once in every year, at such time and place in England or in France as may be prescribed by the directors ….”
“91. The directors, other than the managing director or directors, shall be paid out of the funds of the company, by way of remuneration for their services, at the rate of 250l. per annum each, the chairman at the rate of 100l. additional per annum, and the deputy chairman at the rate of 50l. additional per annum, payable quarterly, and (except in the case of a managing director) a share in the profits.”
“97. The directors may, at any time, appoint any persons to be directors, provided that the number of directors shall not exceed nine in the whole.”
“101. At the ordinary meeting in 1906 all the directors, and at the ordinary meeting in every subsequent year one-third of all the directors for the time being respectively, or if their number is not a multiple of three, then the number nearest to one-third, but not exceeding one-third, shall retire from office. A retiring director shall retain office until the dissolution of the meeting at which his successor is elected.”
“104. The company shall, at the meeting at which any directors retire in manner aforesaid, fill up the vacated office of each director by electing a person thereto, and without notice in that behalf...
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