An alternate director who has a material personal interest is disqualified from being present and voting at a board meeting under s 232A(1), regardless of whether the appointor director has such an interest and regardless of whether the articles make the alternate an agent of the appointor. Active participation in informal board decision-making (maintaining demands, persuading other directors, proposing implementation) constitutes voting even without a formal vote. A director who transfers company capital to a trust account controlled by an interested party without formal safeguards for recovery fails to exercise reasonable care and diligence under s 232(4).
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