Automatic Self-Cleaning Filter Co v Cunninghame [1906]

Court
of Appeal made clear that division of powers between board and company in general
meeting depended, in case of registered company, entirely on construction of
articles of association.
Where
powers had been vested in board, general meeting could not interfere with their
exercise.
Articles
were contract by which members had agreed that ‘the directors alone shall
manage’.
Hence
directors entitled to refuse to carry out sale agreement adopted by ordinary resolution
in general meeting.