ORGANS OF THE COMPANY

1. The Board shall have all the powers necessary for managing, and for directing and supervising the management of the business and affairs of the company.
   1. subject to any modifications, adaptations, exceptions, or limitations contained in the Act or in the company's constitution.

1. the Chairperson of any meeting of shareholders shall give the shareholders a reasonable opportunity to discuss and comment on the management of the company.
   1. a meeting of shareholders may pass a resolution which makes recommendations to the Board on matters affecting the management of the company.
      1. Unless carried as a special resolution or unless the constitution so provides, any recommendation shall not be binding on the Board.

1. all shareholders of a private company agree to or concur in any action which has been taken or is to be taken by the company
2. the provisions of this Act referred to in the Eleventh Schedule shall not apply

1. notwithstanding any provision in the constitution of the company
2. the issue of shares by the company
3. the making of a distribution by the company
4. the repurchase or redemption of shares in the company
5. the giving of financial assistance by a company for the purpose of, or in connection with, the purchase of shares in the company
6. the payment of remuneration to a director (or member in the case of a small private company) or the making of a loan to a director (or member) or the conferral of any other benefit on a director (or member)
7. the making of a contract between an interested director (or member in the case of a small private company) and the company
8. the entry into a major transaction
9. the ratification after the event of any action

Annotations:

• A distribution is a way of returning value to a company's shareholders.

1. If the company fails to satisfy the solvency test
   1. the distribution is deemed not to have been validly made
      1. Therefore it may be recovered by the company from the shareholder if
         1. the shareholder received the distribution in good faith and without knowledge of the company's failure to satisfy the solvency test
         2. the shareholder has altered his position in reliance on the validity of the distribution
         3. it would be unfair to require repayment in full or at all
         4. As a result: each shareholder who agreed to or concurred in the making of the distribution is personally liable to the company to repay to the company so much of the distribution as is not able to be recovered from the shareholders to whom the distribution was made.
            1. the Court is satisfied that the company could, by making a distribution of a lesser amount, have satisfied the solvency test, the Court may
               1. permit the shareholder to retain or
               2. relieve the shareholder from liability in respect of, an amount equal to the value of any distribution that could properly have been made.

1. A person who is a party to a unanimous shareholder agreement on whom such powers and discretions are conferred shall have, to the extent that such agreement so provides, all the rights, powers and duties incurred in relation to the exercise of such rights, powers and duties all the liabilities of a director of the company under this Act and the director or directors concerned shall, to such extent and, subject to section 131(2), be relieved of their duties and liabilities.
   1. Delegation of powers
   2. Nothing shall operate to relieve persons who are directors of the company of their obligations to file any return or notice with the Registrar required by this Act.
2. A unanimous shareholder agreement shall not have effect until all the directors of the company, a company holding a Category 1 Global Business Licence, its management company, Category 2 Global Business Licence, its registered agent
   1. have been notified of its contents, and notice of the entry into of the agreement and its effect has been given to the Registrar.