Book1 Division07 Title22 Chapter04 Part03 02
From Thai Codification Draft of 1919
DRAFT: CIVIL AND COMMERCIAL CODE FOR KINGDOM OF SIAM.
- The today existing (probably) only copy of its publication is in possession of the main library of Bangkok University. The detailed information and images of the original sources are available on the Centennial Website.
- The detailed information about the genealogical relations between the Draft 1919, Codes of 1923, Codes of 1925, and Code of 1992 is available at the "French Advisers' Heritage".
BOOK ON OBLIGATIONS.
DIVISION VII. SPECIFIC CONTRACTS.
TITLE XXII. Partnerships and Companies.
Chapter IV. Limited Companies.
Part III. Management of limited companies.
2. Directors.
Section 1281.
- The number and remuneration of the directors shall be fixed by a general meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1150
Section 1282.
- A director can be appointed or removed only by general meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1151
Section 1283.
- At the first ordinary general meeting after the registration of the company and at the first ordinary general meeting in every subsequent year one third of the directors (or, if their number is not a multiple of three, then the number nearest to one third) must retire from office.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1152
Section 1284.
- Unless otherwise agreed by the directors between themselves, the directors to retire during the first and second years following the registration of the company shall be drawn by lots. In every subsequent year the directors who have been longest in office shall retire.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1153(I)
Section 1285.
- A retiring director is re-eligible.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1153(II)
Section 1286.
- If a director becomes bankrupt or incapacitated his office is vacated.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1154
Section 1287.
- Any vacancy occurring in the board of directors otherwise than by rotation may be filled up by the directors, but any person so appointed shall retain his office during such time only as the vacating director was entitled to retain the same.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1155
Section 1288.
- If a general meeting removes a director before the expiration of his period of office, and appoints another person in his stead, the person so appointed shall retain his office during such time only as the removed director was entitled to retain the same.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1156
Section 1289.
- The appointment of every new director shall be registered within fourteen days from its date.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1157
Section 1290.
- Unless otherwise provided by the regulations of the company, the directors have the powers described in the six following sections.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1158
Section 1291.
- The subsisting directors may act notwithstanding any vacancy among them.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1159
Section 1292.
- The directors may fix the quorum necessary for the transaction of business at their meetings.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1160
Section 1293.
- Questions arising at any meeting of directors are decided by a majority of votes; in case of an equality of votes the chairman has a casting vote.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1161
Section 1294.
- A director may at any time summon a meeting of directors.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1162
Section 1295.
- The directors may elect a chairman of their meetings, and fix the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same, the directors present may choose one of their number to be chairman of such meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1163
Section 1296.
- The directors may delegate any of their powers to managers or to committees consisting of members of their body. Every manager or committee shall, in the exercise of the power so delegated, conform to any regulations that may be imposed on them by the directors.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1164
Section 1297.
- Unless otherwise provided by the delegation, questions arising at any meeting of a committee shall be decided by a majority of votes of the members; in case of an equality of votes the chairman has a casting vote.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1165
Section 1298.
- All acts done by a director shall, not. withstanding that it be afterwards discovered that there was some defect in his appointment, or that he was disqualified, be as valid as if such person had been duly appointed and was qualified to be a director.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1166
Section 1299.
- Unless otherwise provided by this Title the relations between the directors, the company and third persons are governed by the provisions of this Code concerning Agency.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1167
Section 1300.
- The liability of a company for the consequence of the wrongful acts committed by its directors in the course of their management is governed by sections 122 and 123 of this Code.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1168
Section 1301.
- Claims against the directors for compensation for injury caused by them to the company can be entered by the company or in case the company refuses to act, by any of the shareholders.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1169
Section 1302.
- When the acts of a director have been approved by a general meeting, such director is no longer liable for the said acts to the shareholders who have approved them, or to the company.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1170(I)
Section 1303.
- The liability of the directors to shareholders who did not approve such acts is extinguished by prescription six months after date of the general meeting in which such acts were approved.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1170(II)
