Civil Code · English · 2015
Article 385
3. Memorandum of Association or General Meeting
(1)
The provisions of the memorandum of association or the general meeting of the association which limit the powers of the directors, or regulate the manner in which such powers are to be exercised, may not be set up against third parties unless it is proved that such third persons were actually aware of those provisions.
#(2)
They have as their only sanction the responsibility, in relation to the association, of the director or directors who have contravened them.
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