Votes of members

……………………

Number of directors

(64) Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall be not less than two.

………………

Powers of directors

(70) Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the company shall be managed by the directors who may exercise all the powers of the company. ……….

(71) The directors may, by power of attorney or otherwise, appoint any person to be the agent of the company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

Delegation of directors' powers

……………..

Appointment and retirement of directors

……………….

Disqualification and removal of directors

……………..

Remuneration of directors

…………………….

Directors' gratuities and pensions

……………

Secretary

(99) Under the provisions of the Act, the Secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

Minutes

(100) The directors shall cause minutes to be made in books kept for the purpose:

(i) of all appointments of officers made by the directors; and

(ii) of all proceedings at meetings of the company of the holders of any class of shares in the company, and of directors, and of committees of directors, including the names of the directors present at each such meeting.

The seal

…………

Capitalisation of profits

(110) The directors may with the authority of an ordinary resolution of the company;

(i) subject as hereinafter provided, resolve to capitalise any undivided profits of the company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the company's share premium account or capital redemption reserve;

Exercise 13. Compare the information

The following texts are samples of Memorandum of Associations and Articles of Association, both are foundation documents for a company incorporation in the UK.

Compare the above Bylaws and Articles of Incorporation (АЯЮ стр. 98) to the documents below. Finish the sentences paying attention to the highlighted connectors. Make up sentences of your own.

Both the Articles of Incorporation and the Memorandum of Association contain information on ……

Corporate Bylaws as well as the Articles of Association set forth the rules of ……….

Similar to the Articles of Associations the information on directors powers in the Bylaws ………

In comparison to the Articles of Incorporation the Memorandum of Association provides ……

Unlike the Articles of Association the Memorandum specifies ……..

The provisions on authorized share capital and shares classification are set forth in ……. as well as ….. (and)…..

The provisions on annual and special meetings procedure is found both ….. and …….

Unlike the Articles of Incorporation the Bylaws contain articles related to …….

Part III. Director’s Fiduciary Duties