n Without Prejudice - Managing under the new Companies Act : company law

Abstract

In terms of the Companies Act, 1973 (Old Act), the powers of the directors of a company were limited only to those specially conferred on them in terms of the articles of association. Accordingly, under the Old Act, directors were unable to exercise any powers not specifically conferred on them in terms of the articles. In many instances, even where certain powers where allocated to the directors under the articles, the exercise of those powers were still subject to the approval of the members, whether by ordinary or special resolution.