ABSTRACT
Consideration should now be given to the power relationship between the directors and the general meeting. The directors derive their powers and functions from the articles of association and, therefore, where a dispute arises between the directors and the shareholders as to a particular course of action, the company should take, whether the former or the latter should be able to assert supremacy is determined primarily by a construction of the articles. Often, the dispute concerns the institution of corporate legal proceedings, where the board of directors and the general meeting disagree as to whether litigation should be commenced in the company’s name.
