https://www.taxtmi.com/caselaws?id=97046 Company articles must be construed as a whole where a general-meeting power to increase or reduce the number of directors would otherwise be negated by a fixed numerical range. A broadly framed power may therefore permit an ordinary resolution to increase the board beyond the stated maximum and appoint additional directors, subject to the statutory minimum. Conversely, managing agents cannot be removed by ordinary resolution where the articles require an extraordinary resolution at a specially convened meeting with a qualified majority. Statutory approval requirements for appointment, removal, or contractual variation do not displace that express shareholder-protection mechanism. Accordingly, the additional-director resolution was valid, while the removal resolution was invalid. en-us Thu, 15 Dec 1949 00:00:00 +0530 Fri, 13 Jan 2012 17:35:24 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=97046 Company articles must be construed as a whole where a general-meeting power to increase or reduce the number of directors would otherwise be negated by a fixed numerical range. A broadly framed power may therefore permit an ordinary resolution to increase the board beyond the stated maximum and appoint additional directors, subject to the statutory minimum. Conversely, managing agents cannot be removed by ordinary resolution where the articles require an extraordinary resolution at a specially convened meeting with a qualified majority. Statutory approval requirements for appointment, removal, or contractual variation do not displace that express shareholder-protection mechanism. Accordingly, the additional-director resolution was valid, while the removal resolution was invalid. Case-Laws Companies Law Thu, 15 Dec 1949 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=97046