8.5 Remuneration of directors


Generally directors are not entitled to any remuneration unless the articles expressly provides for it. If members wish to remunerate their directors, they must first alter the articles. Remuneration payable to a director is a debt due from the company and a director may sue the company for it and in case of absence or inadequacy of profits, such remuneration may be paid out of capital with the approval of the company. If the directors are not entitled to remuneration and they pay themselves any remuneration out of the company’s funds, they may be compelled to restore it even if they acted in good faith and honestly believed the payment was permissible.

If a director is not properly appointed, he cannot claim the remuneration to which a director is entitled even though he believes himself to have been properly appointed and actually serves the company as such.