Appointment of Alternate Director
A Director may be unable to attend a Board meeting but may still wish to cast his vote. The Articles of Association can give a Director power to appoint an Alternate Director to represent him at a Meeting if he himself cannot attend. Please note that the Model Articles for a Private Company Limited by Shares do not provide for the appointment of Alternate Directors, even though the provision was included in Table A.
The appointment of an Alternate requires Board approval and the Alternate loses his status if his Appointer ceases to be a Director. Appointment and removal of an Alternate is done by Written Notice to the Company.
An Alternate is not usually entitled to be paid for his duties and should be advised that he must in all respects observe Directors' obligations and owe the same duties to the Company.
A Director who is present at a Meeting in his own capacity, as well as being an Alternate for another Director, will have one vote for himself and another on behalf of the Director he is representing as an Alternate.