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

The articles of Brindle Co allow the board to appoint any person as an additional director, but that person must stand for confirmation at the next annual general meeting. Marisol was appointed by the board in March. At the AGM in June the members voted against confirming her. What is the legal position?

Marisol stops being a director at the AGM because the members refused to confirm her, as the articles required. Her earlier acts remain valid since she was properly appointed by the board at the time. The board cannot override the members' decision.

  1. AMarisol ceases to be a director at the AGM, but her acts as director between March and June remain validCorrect
  2. BMarisol remains a director because the board's appointment overrides the members' vote
  3. CMarisol's acts as director since March are void because the members later rejected her

Explanation

Where the articles make a board appointment subject to confirmation, failure to obtain confirmation ends the appointment. Acts done in the meantime remain valid as she was properly appointed under the articles. The board cannot override the members' refusal.

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