1. DEFINITIONS
2. DIRECTORS’ GENERAL AUTHORITY TO MANAGE THE COMPANY:
(1). The directors’ functions are:
(a) To manage the company’s Business; and
(b) To exercise all the powers of the company for any purpose connected with managing the company’s business.
(2) The directors may delegate their functions in accordance with the articles.
3. LIMITS ON DIRECTORS’ FUNCTIONS:
(1).The shareholders may, by special resolution:
(a) Alter the scope of the directors’ functions; or
(b) Require the directors to act in a specified manner.
(2) No special resolution passed under paragraph (1) shall have retrospective effect.
4. SCOPE OF RULES AND POSITION OF SOLE DIRECTORS:
(1) References in the articles to decisions of directors are to decisions of directors which are connected with their functions.
(2) Except where the articles expressly provide otherwise, provisions of the articles about how the directors take decisions do not apply:
(a) when the company only has one director; or
(b) when the company has more than one director, to decisions delegated to a single director
5. DIRECTORS TO TAKE DECISIONS COLLECTIVELY
(1) Any decision which the directors take:
(a) Must be either a unanimous decision or a majority decision; and
(b) May, but need not, be taken at a meeting of directors.
(2)Except where the articles specify otherwise, the directors may take either a unanimous decision or a majority decision on any matter.
6. UNANIMOUS DECISIONS
(1) The directors take a unanimous ...