Directors of a company are the executives that direct the “mind and will” of the company. Persons who occupy such important positions must have certain attributes.

You are required to:
(a) Explain briefly TWO types of persons that are disqualified from being Directors of a company. (5 Marks)
(b) Explain briefly FIVE circumstances under which a person must vacate office as a Director.

(a) The following persons are disqualified from being Directors of a company:

  1. An infant, that is, a person who is below the age of eighteen years.
  2. A lunatic, that is, a person who is medically certified as being of an unsound mind.
  3. A person who has been convicted for an offence in connection with the promotion, formation, or management of a company. This disqualification is not to exceed a period of ten years.
  4. A person who has vacated or is being made to vacate his office as a Director.
  5. A corporation, other than its representative appointed to the Board for a given term.

(b) The office of Director shall be vacated in the following circumstances:

  1. If the Director does not pay for his minimum qualification shares within two months of his becoming a Director.
  2. If the Director becomes bankrupt or makes any arrangement or composition with his creditors.
  3. If he has been convicted of any offence in connection with the promotion, operation, or management of a company.
  4. If he resigns his office by notice in writing to the company, and such notice is accepted by members.
  5. If he becomes of unsound mind and is so medically certified.
  6. If the Director ceases to hold his qualification shares as fixed by the Articles of Association.
  7. If any additional provision for vacation of office in the Articles becomes applicable, for example, expiration of his term of office.
  8. If a Receiver is appointed to take over the management of the company, following debenture holders’ action against the company.
  9. If the company is wound up, either voluntarily or by order of the court