s.19Breakdown in the appointment of directors or supervisors
19
Section 19Part 4 — The Operation and Management of Foundation Companies

Breakdown in the appointment of directors or supervisors

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This section applies if —
a foundation company —
ceases to have, or to have enough, directors, for it to be managed under its constitution, or its directors are not dealing with its business (a “directorship difficulty”); or
ceases to have members, supervisors or interested persons, or enough of them to perform their roles under the constitution, or they have not been doing so (a “supervisory difficulty”); and
either —
there is no power under the constitution to resolve the directorship or supervisory difficulty by altering the constitution, or otherwise; or
such a power exists but has not been exercised.
Any of the following may apply to the Court for it to resolve either difficulty —
a member, supervisor, director, officer or interested person of the foundation com pany;
subject to any contrary provision in the constitution, its secretary; or
anyone else authorised under the constitution.
Further, the directors and officers have a duty to make such an application for a directorship difficulty.
The Court may decide the application by making a winding - up order for the foundation company or by making any or all of the following orders —
for the directorship difficulty —
appointing or removing directors; or
altering the provisions of the const itution about appointing or removing directors;
for the supervisory difficulty —
appointing or removing supervisors; or
altering the provisions of the constitution about appointing or removing supervisors or about the powers, duties and other terms of appointment of supervisors;
for either difficulty, making an alternative order to winding - up that may be made under section 95 of the Companies Act applicable to foundation companies.

Cross References