[Talk-GB] Starting now: Next UK group call

David Woolley forums at david-woolley.me.uk
Sun Mar 20 21:08:42 UTC 2016

On 20/03/16 20:27, Robert Whittaker (OSM lists) wrote:
> In the current draft Articles, the directors' post is limited to do
> things (of classes of things) specifically authorised by resolutions
> of the members. Limiting the directors power in some way (rather than

I need to get the AoA and spend some time with them, but this seems 
strange.  In normal companies, they only thing that constrains what the 
directors do is statute law and the articles of association.  If the 
members want to constrain a director of such a, normal company, they 
would do so by adding a restriction to the articles of association, 
which will require a special resolution (75% majority and the motion 
must be detailed in the meeting calling notice).

It sounds more like you are proposing that the whole of the members form 
the board and your directors are really just the senior managers.

Directors are about making decisions, not about carrying them out.

I'm not even sure that a director who is constrained by an ordinary 
resolution would be acting legally, as directors are required to 
exercise independent judgement.

I'm also confused about whether or not you are allowed to drop the 
limited.  You might be able to qualify for that privilege, and I saw one 
example in which you tried to exercise it, but today I saw someone using 
limited in the name.

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