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ACCA Applied Skills · Corporate and Business Law (Global) · Company directors

Delmar Inc's articles allow the board to appoint a person to fill a casual vacancy. A director, Priya, dies and the board appoints Tomas to replace her. Under the usual rule, what is the status of Tomas's appointment?

The board's appointment is valid if the articles allow it, but Tomas usually holds office only until the next general meeting. The members can then confirm him. Registrar pre-approval is not needed, and members are not excluded from ultimately deciding.

  1. AIt is valid, and he usually serves until the next general meeting, when he may be confirmed by the membersCorrect
  2. BIt is void because only members may ever appoint directors
  3. CIt is valid permanently with no member approval ever needed
  4. DIt is valid only if the registrar approves it in advance

Explanation

Where the articles permit, the board may fill a casual vacancy. Such an appointee typically holds office only until the next general meeting, where the members may confirm the appointment. The other options wrongly deny the board's power or remove member oversight.

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