https://www.taxtmi.com/caselaws?id=108550 Corporate-management rights in a shareholders' agreement bind the company only when incorporated into its articles of association; an unincorporated restriction cannot prevent directors from resigning. Where the articles require a specified shareholder's affirmative assent to appoint or remove directors, appointments made without that assent are invalid, and subsequent minutes do not establish waiver. Statutory protection for acts of a defectively appointed director ceases after the company receives notice of the invalidity. Board approval of annual accounts is invalid where article-based quorum, nominee-director participation, affirmative-assent, or notice requirements are not met. Interim measures may protect article-based and contractual rights pending arbitration. en-us Thu, 10 Oct 2002 00:00:00 +0530 Mon, 02 Apr 2012 15:28:16 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=108550 Corporate-management rights in a shareholders' agreement bind the company only when incorporated into its articles of association; an unincorporated restriction cannot prevent directors from resigning. Where the articles require a specified shareholder's affirmative assent to appoint or remove directors, appointments made without that assent are invalid, and subsequent minutes do not establish waiver. Statutory protection for acts of a defectively appointed director ceases after the company receives notice of the invalidity. Board approval of annual accounts is invalid where article-based quorum, nominee-director participation, affirmative-assent, or notice requirements are not met. Interim measures may protect article-based and contractual rights pending arbitration. Case-Laws Companies Law Thu, 10 Oct 2002 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=108550