Board management powers cannot be overridden by shareholder meeting; challenge to suit authority must follow proper procedure.

The board's management powers under the articles could not be displaced by an ordinary shareholder resolution or by a general meeting convened for an indirect purpose. A challenge to the authority to institute a suit had to be raised at an early stage by appropriate motion, not by defence on the merits. The directors' management powers could be controlled only in the manner provided by the articles or through lawful removal under the Companies Act, and section 284 did not permit a meeting to be used as a device to override the board without following the prescribed procedure. The objection to the suit's institution therefore failed, and no general meeting could be ordered to decide whether the suit should continue.

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Issues: Whether the defendants could object, by way of defence, to the authority of the company to institute the suit and whether a general meeting could be convened to override the board's powers and decide whether the suit should continue.

Analysis: The board was vested with the management of the company under the articles, and that power could not be displaced by an ordinary resolution of shareholders or by a general meeting convened for an indirect purpose. The proper course to challenge an allegedly unauthorised suit was a motion at an early stage, not a defence on the merits. The management powers conferred on the directors could be controlled only in the manner provided by the articles or by lawful removal of directors under the Act, and section 284 of the Companies Act did not justify converting the proposed meeting into a device for displacing the board without the prescribed procedure.

Conclusion: The objection to the institution of the suit failed, and no general meeting could be ordered to determine the continuance of the suit or to usurp the board's powers.

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