p. 2715. The Board of Directors as an Organ of the Company
- Sarah WorthingtonSarah WorthingtonDowning Professor of the Laws of England and Fellow of Trinity College University of Cambridge Academic Member, South Square, Gray’s Inn
- and Sinéad AgnewSinéad AgnewCatherine Seville Assistant Professor in Law and Fellow of Newnham College University of Cambridge Associate Member of Serle Court, Lincoln’s Inn
This chapter discusses: members’ rights and duties under the Companies Act 2006 and the company’s constitution; the problems in dividing power between the company’s members and directors, and the consequences of that division; the rules of interpretation that apply to constitutional documents; the practical exercise of the decision-making powers given to members, including the formalities of meetings and the possibility of informal agreements; the legal constraints on the exercise of power by shareholders; and the enforcement of the constitution by the members, and their potential use of shareholders’ agreements to achieve what they cannot achieve via the articles.