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Section 150 of The Companies Act No. 17 of 2015: Consent, approval or authorisation by members

    

(1) If—
(a) section 146 is complied with by authorisation by the directors; or
(b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common law rule or equitable principle requiring the consent or approval of the members of the company.
(2) Subsection (1) does not affect the operation of any enactment, or provision of the company's constitution, that requires any such consent or approval.
(3) The application of the general duties to a director is not affected by the fact that the case also falls within Division 5, except that if that Division applies and—
(a) approval is given under that Division; or
(b) the matter is one as to which it is provided that approval is not needed, it is not necessary also for the director to comply with section 146 or 147.
(4) Compliance by a director with the general duties does not remove the need for approval under any applicable provision of Division 5.
(5) The general duties applicable to directors—
(a) have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty; and
(b) if the company's articles contain provisions for dealing with conflicts of interest — are not infringed by anything done or omitted to be done by the directors (or by any of them) in accordance with those provisions.
(6) Except as provided by this section, the general duties of directors have effect (except as otherwise provided or the context otherwise requires) irrespective of any other enactment or rule of law.

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Disclaimer: This document is not to be taken as legal advise.

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