The division of power between the directors and the members is a matter for the articles, and where the articles grant a power to the directors only, then only the directors may exercise that power.

A company’s articles provided that, in relation to resolutions to remove a director, the voting power of the director involved would be trebled.

The Companies Act 1948 did not prohibit weighted voting clauses and so the clause in this case was effective.

The directors used a power in the company’s articles to disenfranchise a group of shareholders, who were due to vote against the company at the upcoming AGM.

The proper purpose rule would apply to provisions in the articles. Exercising a power to disenfranchise members is not a proper purpose.

A company issued a batch of shares to the defendant in order to relegate the claimant to the status of minority shareholder, and thereby prevent it from blocking the defendant’s takeover bid.

The courts should determine the dominant purpose of the exercise of power. If proper, no breach will occur, even if subservient improper purposes exist, and vice versa.

An issue of shares on preferential terms was denied to members in certain locations, due to the cost of complying with the laws of those locations.

Where the interests of the company and some part of its members conflict, preference should be given to the interests of the company.

Several directors were disqualified due to their failure to monitor an employee who engaged in financial transactions that caused the company’s collapse.

The duty to exercise skill and care requires directors to acquire sufficient knowledge of the company’s business and monitor those to whom managerial functions have been delegated. The duty will be affected by the directors’ role and function.

The company’s articles provided that the company’s ability to acquire certain properties was subject to the veto of two named members.

The director’s general power of management is subject to the articles and, where the articles limit the director’s powers of management, the limitation will be upheld by the courts.