Section 51, The Companies Act, 2009

(1) A company shall act through its members in generalmeeting or its board of directors or through officers or agents, appointed by or under authority derived from the members in general meeting or the board of directors. (2) Subject to this Act, the respective powers of the members in general meeting and the board of directors shall be determined by the company’s memorandum or articles . Persons promoting Duties and liabilities of promoters. Division of powers between meeting and board of 40 41 (3) Except otherwise provided in the company’s memorandum or articles, the business of the company shall be managed by the board of directors who may exercise all such powers of the company as are not by this Act or the memorandum required to be exercised by the members in general meeting. (4) Unless otherwise provided in the memorandum, the board of directors when acting in good faith and with due diligence within the powers conferred upon them by this Act or the memorandum or articles shall not be bound to obey the directions or instructions of the members in general meeting. (5) Notwithstanding subsection (3), the members in general meeting may– (a) act in any matter if the board of directors are disqualified or are unable to act by reason of a deadlock in the board or otherwise; (b) ratify or confirm any action taken by the board of directors; (c) make recommendations to the board of directors regarding action to be taken by the board; or (d) institute legal proceedings in the name and on behalf of the company if the board of directors refuse or neglect to do so. (6) No alteration of the memorandum or articles shall invalidate any prior act of the board of directors which would have been valid if that alteration had not been made.