Board meeting resolutions govern exercise of key corporate powers; delegation permitted with specified limits and conditions. The Board must exercise specified powers only by resolutions at Board meetings - notably calls on shareholders, issuance of debentures, borrowing (other than on debentures), investments and loans. The Board may delegate borrowing, investment and loan-making powers by meeting resolution, but each delegation must specify total monetary limits, the nature of investments or permissible loan purposes and maximum amounts per purpose. Banking company deposit-taking and certain interbank placements are not treated as borrowings or loans under this section. The general meeting may impose restrictions on the Board's exercise of these powers.
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Provisions expressly mentioned in the judgment/order text.
Board meeting resolutions govern exercise of key corporate powers; delegation permitted with specified limits and conditions.
The Board must exercise specified powers only by resolutions at Board meetings - notably calls on shareholders, issuance of debentures, borrowing (other than on debentures), investments and loans. The Board may delegate borrowing, investment and loan-making powers by meeting resolution, but each delegation must specify total monetary limits, the nature of investments or permissible loan purposes and maximum amounts per purpose. Banking company deposit-taking and certain interbank placements are not treated as borrowings or loans under this section. The general meeting may impose restrictions on the Board's exercise of these powers.
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