Disclosure of Interest of Directors. (a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of that interest in accordance with the provisions of the Business Corporations Act. (b) A Director who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in conflict with that Director's duty or interest as a Director, shall declare the fact, and the nature and extent of the conflict or potential conflict in accordance with the provisions of the Business Corporations Act. 15.2 A Director shall not vote in respect of any such contract or transaction with the Company in which that Director is interested and if the Director shall do so, that Director's vote shall not be counted, but that Director shall be counted in the quorum present at the meeting at which such vote is taken. This Article and Article (a) shall not apply in those circumstances where a Director is, under the provisions of the Business Corporations Act, deemed not to be interested in a proposed contract or transaction. The Company may not, by special resolution or otherwise, suspend the application of this Article and Article 15.1(a). 15.3 A Director may not hold any office or place of profit with the Company. No Director or intended Director shall contract with the Company, in any manner whatsoever, including either with regard to the tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Business Corporations Act, and any contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof. 15.4 Subject to compliance with the provisions of the Business Corporations Act, a Director or any corporation or firm in which a Director has an interest may act in a professional capacity for the Company (except as Auditor of the Company) and the Director or such corporation or firm shall be entitled to remuneration for professional services as if that person were not a Director.
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Samples: Members' Agreement
Disclosure of Interest of Directors. (a) 16.1 - A Director who is, is in any way, directly or indirectly indirectly, interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of that interest in accordance with the provisions of the Business Corporations Act.
(b) A Director or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in to conflict with that Director's his duty or interest as a Director, Director shall declare the fact, and the nature and extent of his interest in such contract or transaction or of the conflict or potential conflict with his duty and interest as a Director, as the case may be, in accordance with the provisions of the Business Corporations Company Act.
15.2 16.2 - A Director shall not vote in respect of any such contract or transaction with the Company in which that Director he is interested and if the Director he shall do so, that Director's so his vote shall not be counted, but that Director he shall be counted in the quorum present at the meeting at which such vote is taken. This Article and Article
(a) Subject to the provisions of the Company Act, the prohibitions contained in this Part shall not apply to:
i) any contract or transaction relating to a loan to the Company, the repayment of all or part of which a Director or a specified corporation or a specified firm in those circumstances where which he has an interest has guaranteed or joined in guaranteeing;
ii) any contract or transaction made, or to be made, with or for the benefit of an affiliated corporation of which a Director is a Director or Officer;
iii) any contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Company or a subsidiary of the Company, or any contract, arrangement or transaction in which a Director is, under directly or indirectly, interested if all the provisions other Directors are also, directly or indirectly, interested in the contract, arrangement or transaction;
iv) determining the remuneration of the Business Corporations Directors;
v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
vi) the indemnification of any Director by the Company. These exceptions may from time to time be suspended or amended to any extent approved by the Company in general meeting and permitted by the Company Act, deemed not to be interested either generally or in a proposed respect of any particular contract or transaction. The Company may not, by special resolution transaction or otherwise, suspend the application of this Article and Article 15.1(a)for any particular period.
15.3 16.3 - A Director may not hold any office or place of profit position with the Company. No , other than the office of auditor of the Company, in conjunction with his office of Director for such period and on such terms, as to remuneration or otherwise, as the Directors may determine and no Director or intended Director shall contract be disqualified by his office from contracting with the Company, in any manner whatsoever, including Company either with regard to the his tenure of any such other office or place of profit position or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Business Corporations Company Act, and any no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.
15.4 16.4 - Subject to compliance with the provisions of the Business Corporations Company Act, a Director or any corporation or his firm in which a Director has an interest may act in a professional capacity for the Company (except as Auditor of the Company) and the Director he or such corporation or his firm shall be entitled to remuneration for professional services as if that person he were not a Director.
16.5 - A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a member or otherwise, and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm.
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Disclosure of Interest of Directors. (a) 15.1 A Director who is, is in any way, way directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of that interest in accordance with the provisions of the Business Corporations Act.
(b) A Director or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in to conflict with that Director's his duty or interest as a Director, Director shall declare the fact, and the nature and extent of his interest in such contract or transaction or of the conflict or potential conflict with his duty and interest as a Director, as the case may be, in accordance with the provisions of the Business Corporations Company Act.
15.2 A Director shall not vote in respect of any such contract or transaction with the Company in which that Director he is interested and if the Director he shall do so, that Director's so his vote shall not be counted, but that Director he shall be counted in the quorum present at the meeting at which such vote is taken. This Article and ArticleSubject to the provisions of the Company Act, the foregoing prohibitions shall not apply to
(a) shall not apply in those circumstances where any such contract or transaction relating to a loan to the Company, which a Director is, under or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the provisions repayment of the Business Corporations loan or any part of the loan;
(b) any contract or transaction made or to be made with or for the benefit of an affiliated corporation of which a Director is a director;
(c) determining the remuneration of the Directors;
(d) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(e) the indemnification of any Director by the Company. These exceptions may from time to time be suspended or amended to any extent approved by the Company in general meeting and permitted by the Company Act, deemed not to be interested either generally or in a proposed respect of any particular contract or transaction. The Company may not, by special resolution transaction or otherwise, suspend the application of this Article and Article 15.1(a)for any particular period.
15.3 A Director may not hold any office or place of profit with the Company [other than the office of auditor of the Company. No ] in conjunction with his office of Director for such period and on such terms [as to remuneration or otherwise] as the Directors may determine and no Director or intended Director shall contract be disqualified by his office from contracting with the Company, in any manner whatsoever, including Company either with regard to the his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Business Corporations Company Act, and any no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.
15.4 Subject to compliance with the provisions of the Business Corporations Company Act, a Director or any corporation or his firm in which a Director has an interest may act in a professional capacity for the Company ([except as Auditor auditor of the Company) ] and the Director he or such corporation or his firm shall be entitled to remuneration for professional services as if that person he were not a Director.
15.5 A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm, unless the Company in general meeting otherwise directs.
Appears in 1 contract
Disclosure of Interest of Directors. (a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of that interest in accordance with the provisions of the Business Corporations Act.
(b) A Director who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in conflict with that Director's duty or interest as a Director, shall declare the fact, and the nature and extent of the conflict or potential conflict in accordance with the provisions of the Business Corporations Act.
15.2 11.1 A Director shall disclose his interest in and not vote in respect of any such proposed contract or transaction with the Company in which that Director is he is, in any way, directly interested and if the Director shall do so, that Director's vote shall not be counted, but that such Director shall be counted in the quorum present at the meeting of the Directors at which such vote is taken. This Article and Article
(a) shall not apply in those circumstances where a Director is, under the provisions of the Business Corporations Act, deemed not to be interested in a proposed contract or transactiontransaction is approved. The Company may notA directors resolution consented to in writing, or otherwise as herein provided, by special resolution or otherwiseall the directors, suspend shall not be deemed to be a vote in respect thereof for the application purposes of this Article paragraph. Where a contract is 4nade between the Company and Article 15.1(a)a Director, a reference to the Director's name in such resolution shall be deemed to be adequate disclosure of his interest therein.
15.3 11.2 A Director may not hold any office or place of profit with the Company. No Company in addition to his office of Director for such period and on such terms (as to remuneration or otherwise) as the-Directors may determine and no Director or intended Director shall contract be disqualified by his office from contracting with the Company, in any manner whatsoever, including Company either with regard to the his tenure of any such other office or cc place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Business Corporations Act, and any no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.
15.4 Subject to compliance with the provisions of the Business Corporations Act, a 11.3 A Director or any corporation or his firm in which a Director has an interest may act in a professional capacity for the Company (except as Auditor of the Company) and the Director he or such corporation or his firm shall be entitled to remuneration for professional services as if that person he were not a Director.
11.4 A Director may be or become a director, officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise, and such Director shall not, except as provided by the Company Act or these Articles, be accountable to the Company for any remuneration or other benefit received by him as director, officer or employee of, or from his interest in, such other corporation or firm, unless the Directors otherwise direct.
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