Section 144 - Division of powers between general meeting and board of directors

(1) A company shall act through the members of the company in general meeting or the 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 may be determined by the constitution of a company.

(3) Except as otherwise provided in the constitution of a company, the business of the company shall be managed by the board of directors who may exercise the powers of the company that are not by this Act or the constitution required to be exercised by the members in general meeting.

(4) Unless the constitution of the company otherwise provides, the board of directors when acting within the powers conferred on them by this Act or the constitution of the company, are not bound to comply the directions or instructions of the members in general meeting.

(5) Subject to section 145, the members in general meeting may

(a) act in a matter if the members of the board of directors are disqualified or are unable to act by reason of a deadlock on the board or otherwise;

(b) institute legal proceedings in the name of and on behalf of the company if the board of directors refuse or neglect to do so;

(c) ratify or confirm an action taken by the board of directors; or

(d) make recommendations to the board of directors regarding an action to be taken by the board.

(6) An amendment of the constitution of a company shall not invalidate a prior act of the board of directors which would have been valid if that amendment had not been made.