ACCA Applied Skills · Corporate and Business Law (Global) · Company directors
Kappa Plc's articles allow the board to appoint a person as director to fill a casual vacancy, subject to the person retiring at the next annual general meeting. The board appoints Lena. Which statement is correct?
Lena is validly appointed because the articles give the board power to fill vacancies. She must retire at the next AGM and can continue only if the members re-elect her.
- ALena is validly appointed by the board and must stand for re-election by the members at the next AGMCorrect
- BLena's appointment is void because only members can ever appoint directors
- CLena may serve for life without any member approval
Explanation
Articles commonly delegate to the board a power to fill vacancies. The appointment is valid, but the articles here require the member vote at the next AGM. Members' power is not removed, and no life tenure arises.
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