Part 6 — Management and Administration Division 1 Membership
92 Declaration as to interest in contract
any way, directly or indirectly, interested in a contract or proposed
contract with the company shall declare the director's interest at a
meeting of directors of the company.
(2) In the case of a proposed contract, the declaration required by
this section to be made by a director shall be made at the meeting
of directors at which the question of entering into the contract is
first taken into consideration, or, if the director is not at the date of
that meeting interested in the proposed contract, at the next meeting
of the directors held after the director becomes so interested, and in
a case where the director becomes interested in a contract after it is
made the declaration shall be made at the first meeting of directors
held after the director becomes so interested.
(3) For the purposes of this section, a general notice given to the
directors of a company by a director to the effect that the director is
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a shareholder of or otherwise interested in any other company or is
a member of a specified firm and is to be regarded as interested in
any contract made with that other company or firm, shall be
deemed to be a sufficient declaration of interest in relation to any
contract so made.
(4) Unless otherwise expressly provided in the articles of
association of the company, no director shall vote in respect of any
contract or proposed contract in which the director is so interested
as aforesaid and if the director does so vote, the director's vote
shall not be counted.
(5) Subsection (4) does not apply
(a) in the case of a contract b y or on behalf of the company to
give to the directors or any of them security for advances or
by way of indemnity,
(b) in the case of a private co mpany, when there is no quorum
of directors in office who are not so interested, or
(c) in the case of a contract b etween the company and any other
company when the interest of the director in that other
company consists solely in the director's being a director or
officer of that other company and the holder of not more
than the number of shares in that other company requisite to
qualify the director as a director.
(6) A director who has made a declaration of the director's interest
in a contract or proposed contract in compliance with this section
and has not voted in respect of that contract contrary to the
prohibition in subsection (4), if the prohibition applies, is not
accountable to the company or any of its shareholders or creditors,
by reason only of the director holding that office or of the fiduciary
relationship thereby established, for any profit realized by the
contract.
(7) Nothing in this section imposes any liability on a director in
respect of the profit realized by any contract that has been
confirmed by the vote of shareholders of the company at a special
general meeting called for that purpose.
(8) In this section
(a) "contract" includes arrangement;
(b) "meeting of directors" includes a meeting of an executive
committee of the directors.
RSA 1980 cC-20 s92
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