Business Ethics and Corporate Governance, Second Edition

VALIDITY OF ACTS OF DIRECTORS

Acts done by a person as director shall be valid, notwithstanding that it may afterwards be discovered that his appiontment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in the Articles. But, acts done by a director after appointment has been shown to the company to be invalid or to have terminated shall not be valid.

The effect of these provisions is to validate the acts of a director who has not been validly appointed because there was some slip or irregularity in his appointment. Where there is no real appointment at all, the acts of the person acting as director shall not be validated. The acts of the invalidly appointed director shall be valid ...