Section 180 - Substitute directors

(1) Except as otherwise provided in the constitution of a company, a company may appoint substitute directors in accordance with this section.

(2) A substitute director is one who is appointed to act as a deputy for another named director and as the substitute in the absence of that director.

(3) A substitute director shall not be counted as a director for the purposes of a provision in this Act or the constitution of a company prescribing a minimum or maximum number of directors, other than a provision relating to quorum.

(4) A substitute director is not entitled to vote at a meeting of directors or a committee of directors at which the director for whom that person is a substitute is present.

(5) Subject to subsections (3) and (4), a substitute director is a full director of the company for all purposes and shall be appointed and may be removed in the same way as directors are required to be appointed and removed.

(6) Subject to subsections (3) and (4) a substitute director shall not cease to be a director by reason of the fact that the director for whom that person is a substitute ceases to be a director.