Article 148 of the Articles of Association cured the omission at meeting and defeated a director's declaratory claim.

Article 148 of the company's Articles of Association was construed as curing the omission to place re-election before the meeting, rather than as a mandatory provision. The High Court held that retirement of shareholder directors and co-opted directors did not create legally distinct categories of vacancy for re-election purposes. On that construction, the failure to submit the matter to the meeting did not prevent Article 148 from operating, the B board's position was upheld, and the plaintiff was not entitled to a declaration that he was a director.

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Issues: Whether Article 148 of the Articles of Association applied so as to validate the position of the B board and whether the plaintiff could obtain declaratory relief that he was a director.

Analysis: The controversy turned on the effect of the article governing re-election of directors at the company meeting. The Court held that the retirement of shareholder directors and co-opted directors did not create legally different kinds of vacancies for the purpose of re-election, and that the article was not to be treated as mandatory. On that construction, the omission to put the matter before the meeting did not prevent Article 148 from operating, because something that ought to have been done at the meeting remained undone and the provision was intended to cure that omission.

Conclusion: Article 148 applied, the B board's position was upheld, and the plaintiff was not entitled to the relief sought.

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