ACCA Applied Skills · Corporate and Business Law (Global) · Company directors
The articles of Brightfield Plc allow the board to appoint a person as an additional director to fill a casual vacancy, but that person must stand for confirmation by the members at the next annual general meeting. The board appoints Tomas under this provision. What is the legal position?
Tomas is validly appointed by the board under the articles, but he must be put forward for confirmation by the members at the next annual general meeting. The articles can delegate appointment power to the board and attach this condition.
- ATomas is validly appointed but must be put to the members for confirmation at the next annual general meetingCorrect
- BTomas's appointment is void because only members may ever appoint directors
- CTomas is validly appointed for life because board appointments need no later confirmation
Explanation
Where the articles empower the board to appoint directors, the appointment is valid. The articles here also require confirmation at the next AGM, so Tomas must be put to the members. The claim that only members can appoint is wrong, because the articles can give the board that power.
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