Director resignation by written notice can terminate office without board acceptance when no statute or articles require otherwise.

A director's written resignation takes effect on clear communication and does not require acceptance by the board or company unless the statute or articles expressly impose that condition. The note states that, where there is no special contractual or statutory mode of resignation, the ordinary agency principle applies: a director may end office by unequivocal notice, and resignation operates from the time it is tendered and communicated. On that basis, the resignation was treated as effective from the date of tender, the director ceased to hold office from then, and liability for later statutory filings could not continue.

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Issues: Whether a director's written resignation takes effect without acceptance by the board or the company, so as to terminate liability for subsequent statutory filings.

Analysis: The Act contained no express provision requiring acceptance of a director's resignation, and the articles also did not provide a special mode of resignation. The provisions dealing with vacation of office did not include resignation, though the statute recognised resignation in another context. In the absence of an express statutory or contractual requirement, the ordinary principle applied that a director, being an agent of the company, may terminate the office by an unequivocal notice of resignation. A resignation in writing, once clearly tendered, operates from the time it is communicated and does not depend on acceptance unless the articles or the law specifically so require.

Conclusion: The written resignation was effective on tender and the petitioner ceased to be a director from that date; the conviction and sentence could not stand.

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